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Corporate Governance / Management Board

The structure of OJSC Gazprom Neft executive bodies is stipulated in the Articles of Incorporation: they are the Management Board and the Chief Executive Officer.

The OJSC Gazprom Neft Management Board is a collaborative executive body exercising management of the Company’s day-to-day activities. In accordance with the OJSC Gazprom Neft Articles of Incorporation, the Management Board is formed by the Board of Directors as advised by the OJSC Gazprom Neft Chief Executive Officer. The term of powers of the Management Board is also determined by resolution of the Board of Directors. The professional qualifications of members of the OJSC Gazprom Neft Management Board are stipulated in internal documentation by OJSC Gazprom Neft.

The Company’s Chief Executive Officer, A. V. Dyukov (first elected in December 2006, and re-elected for another five years in December 2011), acts simultaneously as Chairman of the Management Board, whose functional duties include organizing Management Board activities.

In the absence of the Chairman of the Management Board, his functions are fulfilled by one of three three Deputy Chairmen of the Management Board (V. V. Yakovlev (first Deputy Chairman), V. V. Baranov, and A. M. Cherner, elected as advised by the Chairman of the Management Board by a majority of votes from the elected members of the Management Board. In the absence of the Chairman and Deputy Chairmen, the Chairman of the Management Board’s functions are fulfilled by any member of the Management Board, by resolution.

Management Board as of December 31, 2012

As of December 31, 2012, the OJSC Gazprom Neft Management Board was comprised of 10 members: the Chief Executive Officer and his deputies acting within the scope of their jurisdiction, as defined by the Chief Executive Officer.

Alexander Valerievich Dyukov
Alexander Valerievich Dyukov

Chairman of the Management Board,
Chief Executive Officer

Born in 1967, graduated from the Order of Lenin Shipbuilding Institute in Leningrad. In 2001, received an IMISP MBA degree.

2005–2006, OJSC SIBUR Holding President.
2006, LLC SIBUR Chief Executive Officer.
2006 – present, Chairman of the OJSC SIBUR Holding Board of Directors.
2006–2007, President of Gazprom Neft.
December 2007 – present, Chairman of the Management Board, Chief Executive Officer of OJSC Gazprom Neft.

Vadim Vladislavovich Yakovlev
Vadim Vladislavovich Yakovlev

Deputy Chairman of the Management Board,
First Deputy Chief Executive Officer

Born in 1970, graduated from the Moscow Engineering Physics Institute, the Higher School of Finance of the International University in Moscow. Certified by the Chartered Association of Certified Accountants (ACCA) in 1999; awarded a diploma by the British Institute of Directors (ID) in 2009.

2005–2006, Deputy Chief Executive Officer for Economics and Finance, LLC SIBUR-Russian Tyres.
2006–2007, Director of the Planning and Budgeting Department, OJSC Gazprom Neft.
September to December 2007, Vice President of Finance, OJSC Gazprom Neft.
October 2007 – present, member of the OJSC Gazprom Neft Management Board; December 2007 – present, Deputy Chief Executive Officer for Economics and Finance.
May 2010 to August 2011, First Deputy Chief Executive Officer – Financial Director, OJSC Gazprom Neft.
August 2011 – present, First Deputy Chief Executive Officer, OJSC Gazprom Neft.
Supervises exploration and production, strategic planning, mergers and acquisitions.

Alexei Viktorovich Yankevich
Alexei Viktorovich Yankevich

Member of the Management Board,
Deputy Chief Executive Officer for Economics and Finance

Born in 1973, graduated from the Saint-Petersburg State Electro-technical University (LETI), LETILovanium International School of Management. Certified as a Certified Management Accountant (CMA) in 2004.

2005–2007, Deputy Chief Financial Officer, LLKInternational.
2007–2011, Director of the Planning and Budgeting Department, Head of the Directorate for Economics and Corporate Planning, OJSC Gazprom Neft.
2011–2012, acting Deputy Chief Executive Officer for Economics and Finance, OJSC Gazprom Neft.
March 2012 – present, member of the OJSC Gazprom Neft Management Board, Deputy Chief Executive Officer for Economics and Finance.

Anatoly Moiseevich Cherner
Anatoly Moiseevich Cherner

Deputy Chairman of the Management Board
Deputy Chief Executive Officer for Logistics,
Refining and Sales

Born in 1954, graduated from the Grozny Petroleum Institute.

2006–2007, Vice President of Refining and Sales, OJSC Gazprom Neft.
December 2007 – present, member of the OJSC Gazprom Neft Management Board, Deputy Chief Executive Officer for Logistics, Refining and Sales.
In charge of oil refining, logistics and sales for oil and oil products.

Vitaly Vitalievich Baranov
Vitaly Vitalievich Baranov

Deputy Chairman of the Management Board,
Deputy Chief Executive Officer for Administrative Issues

Born in 1966, graduated from the Saint-Petersburg University of Economics and Finance with a degree in economics and production management in 1993. 2008, training at the London Business School (London, UK) MBA, Senior Executive Programme.

2003 – present, successively held the offices of Advisor, President for General Issues, Head of the President’s Office, SIBUR Group.
May 2006 – present, Vice President for Administrative Issues, SIBUR.
March 2009 – present, Deputy Chief Executive Officer for Administrative Issues, OJSC Gazprom Neft.
June 2009 – present, member of the OJSC Gazprom Neft Management Board.

Vladislav Valerievich Baryshnikov
Vladislav Valerievich Baryshnikov

Member of the Management Board,
Deputy Chief Executive Officer for International Business Development

Born in 1965, graduated from the Red-Banner Military Institute.

2002–2009, Director of OJSC Gazprom’s Representative Office in the PRC, Asia-Pacific Regional Representative. Class 3 State Councillor of the Russian Federation.
April 2009 – present, Deputy Chief Executive Officer for International Business Development; November.
2009 – present, member of the OJSC Gazprom Neft Management Board. Supervises development of the Company’s international business and interaction with foreign partners.

Alexander Mikhailovich Dybal
Alexander Mikhailovich Dybal

Member of the Management Board,
Deputy Chief Executive Officer for Corporate Communications

Born in 1966, graduated from the Leningrad Electrotechnical Institute.

2005–2007, Chairman of the OJSC Gazprom-Media Board of Directors.
2007–2007, Vice President, Head of the Department of Corporate Communications, OJSC Gazprom Neft.
December 2007 – present, member of the OJSC Gazprom Neft Management Board, Deputy Chief Executive Officer for Corporate Communications.
In charge of the regional and information policy, internal corporate and marketing communications.

Elena Anatolievna Ilyukhina
Elena Anatolievna Ilyukhina

Member of the Management Board,
Deputy Chief Executive Officer for Legal and Corporate Issues

Born in 1969, graduated from the Saint-Petersburg State Electro-technical University, named after Ulianov (Lenin), Saint-Petersburg State University. Received a Ph.D. in Economics in 2001.

2001–2007, Deputy Chief Executive Officer, FGUP Rublevo-Uspensky Health Center (Administration of the President of Russia).
Before being appointed to OJSC Gazprom Neft, held the office of Executive Director, LLC NorthWest Investment Company.
December 2007 – present, member of the OJSC Gazprom Neft Management Board, Deputy Chief Executive Officer for Legal and Corporate Issues.
In charge of legal and corporate support of the Company’s business.

Igor Konstantinovich Antonov
Igor Konstantinovich Antonov

Member of the Management Board,
Deputy Chief Executive Officer for Security

Born in 1951, graduated from the Leningrad Institute of Aircraft Equipment Manufacturing.

2000–2005, Chief Executive Officer of St. Petersburg State Unitary Enterprise Informatika.
2005–2007, Vice President for Security, OJSC Sibneft.
December 2007 – present, Deputy Chief Executive Officer for Security, OJSC Gazprom Neft.

Kirill Albertovich Kravchenko
Kirill Albertovich Kravchenko

Member of the Management Board,
Deputy Chief Executive Officer for Management of Foreign Assets

Born in 1976, graduated from the M. V. Lomonosov Moscow State University, UK Open University, IMD Business School. Doctor of Economics, Professor.

2004–2007, Administrative Director, OJSC MHK EuroChem. In different years was elected to the Boards of Directors of large companies. 2007-2007, Vice President, OJSC Gazprom Neft.
December 2007 – present, member of the OJSC Gazprom Neft Management Board.
2007–2009, Deputy Chief Executive Officer for Administrative Issues.
2008–2009, Deputy Chairman of the OJSC Gazprom Neft Management Board.
February 2009 – present, Chief Executive Officer, Serbian Oil Company Naftna Industrija Srbije (NIS).
March 2009 – present, Deputy Chief Executive Officer for Management of Foreign Assets, OJSC Gazprom Neft.

INFORMATION ABOUT CHANGES IN THE COMPOSITION OF THE COMPANY’S MANAGEMENT BOARD DURING THE REPORTING YEAR

The following changes have taken place in the composition of the Management Board since the beginning of 2012:

  • Boris Semenovich Zilbermints – stepped down from the Management Board as of March 6, 2012 (Resolution No. ПТ- 0102/08-Р-1 Minutes No. ПТ-0102/08 dated March 6, 2012).
  • Alexei Viktorovich Yankevich – admitted to the Management Board as of March 6, 2012 (Resolution of the Board of Directors No. ПТ- 0102/09-Р-1 Minutes No. ПТ- 0102/09 dated March 6, 2012).

There were no other changes in the composition of the Company’s Management Board in 2012. At the re-election of the OJSC Gazprom Neft Management Board, the other members of the Company’s Management Board were re-elected.

In 2012, the following transactions in the Company’s securities were made by members of the Management Board:

     
  1. V. V. Baranov:
     
  • On May 17, 2013, bought 175,500 common shares of the Company, increasing the total shares held to 211,770. Interest in the Company’s authorized capital after the transaction: 0.004466497%.
  • On August 10, 2012, sold 134,890 common shares of the Company, reducing the total common shares held to 76,880. Interest in the Company’s authorized capital after the transaction: 0.001621496%.
     
  1. V. V. Yakovlev:
     
  • On April 24, 2012, bought 28,830 common shares of the Company, increasing the total common shares held to 49,856. Interest in the Company’s authorized capital after the transaction: 0.001051526%.

No lawsuits were filed against the Chief Executive Officer or members of the Management Board in 2012.

Work carried out by the OJSC Gazprom Neft Management Board in 2012

The OJSC Gazprom Neft Management Board met as scheduled to discuss topics based on the resolutions of the general meeting of shareholders, the Board of Directors and matters referred by the CEO and members of the Management Board. The work schedule of the Management Board is also based on proposals by the heads of OJSC Gazprom Neft organizational units.

In 2012, there were 14 meetings of the OJSC Gazprom Neft Management Board and seven votes by poll, during which the following main issues were considered:

  • The information technology strategy of the OJSC Gazprom Neft group of companies;
  • The system of risks of the Gazprom Neft group of companies in terms of economic security. The risk mitigation program;
  • The strategy for developing the related business of OJSC Gazprom Neft;
  • The concept of reorganizing the regional sales model;
  • The strategy for developing the aviation fuel business for OJSC Gazprom Neft to 2025;
  • The strategy for developing the bunker business for OJSC Gazprom Neft to 2025;
  • The strategy for developing the lubricants business for OJSC Gazprom Neft to 2025;
  • The strategy of foreign exploration and production operations for OJSC Gazprom Neft;
  • The efficiency of implementing the OJSC Gazprom Neft investment program;
  • Instruments for OJSC Gazprom Neft to enter foreign oil and oil product markets.

According to the Articles of Incorporation and the Regulations of the OJSC Gazprom Neft Management Board, the Board of Directors receives additional disclosure on the Company’s performance every quarter via management reports containing an MD&A (management discussion and analysis of financial position operating results).

Total compensation to members of the Board of Directors and members of the Management Board

By resolution of the general meeting of shareholders, members of the Board of Directors who do not hold offices in the Company’s executive bodies (who are not executive directors) were compensated, based on the 2011 results, at a rate of 0.005% of EBITDA as reported in the consolidated financial statements of OJSC Gazprom Neft in accordance with US GAAP standards for 2011.

In addition to the base compensation, members of the Board of Directors were paid additional compensation for performing the functions of the Chairman of the Board of Directors (50% of the compensation payable to a member of the Board of Directors), a member of a committee of the Board of Directors (10% of the compensation payable to a member of the Board of Directors) or Chairman of a committee of the Board of Directors (50% of the compensation payable to a committee member).

In 2012, the total compensation paid to members of the Board of Directors was RUB 152 million (including personal income tax) based on the results for 2012.

The income accrued to members of the Management Board was RUB 655 million in 2012. Payments include bonuses for the reporting period, taxes and other compulsory payments to government funds, payments for annual paid vacation during the reporting period, and payment for medical services.

No additional compensation is paid to members of the Management Board for work in the management bodies of OJSC Gazprom Neft or its dependent and subsidiary companies.

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