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Management Bodies

Structure of governing and supervisory bodies of Gazprom Neft PJSC

The GENERAL MEETING OF SHAREHOLDERS is the supreme governing body whose purview includes the most significant issues concerning the Company’s activities: approval of the annual reports, annual accounting (financial) statement, distribution of profit, amendments to the Charter, etc. The General Meeting of Shareholders elects the Board of Directors.

In 2015, Gazprom Neft held its annual General Meeting of Shareholders as well as one extraordinary General Meeting of Shareholders.

The BOARD OF DIRECTORS handles the strategic day-to-day management of the Company. The Board determines the priority areas for the Company’s development, monitors the executive bodies to ensure they perform their duties effectively and is responsible for managing the key risks that influence the achievement of the Company’s strategic goals.

The Board of Directors is comprised of 13 people, including members of the PJSC Gazprom Management Board who represent the interests of the controlling shareholder, and two independent directors. Twelve of the thirteen Board members are non-executives. The Board of Directors is chaired by PJSC Gazprom Management Board Chairman Alexey Miller.

The Board of Directors is balanced insofar as its members possess the key skills that are essential for effective work. The members of the Board of DirectorsA list of the members of the Board of Directors, their specific skills as well as the number of meetings at which each member was present is presented in the Company’s Annual Report for 2015 on the Company’s website. have skills in accounting, strategic management, corporate governance, corporate finance and risk management as well as knowledge specific to certain areas of the Company’s business. When performing their functions, Board members actively interact with the Company’s management, structural units, the registrar and the auditor.

The Board of Directors monitors improvements in the corporate governance system and practices at the Company and reviews reports on the implementation of an action programme to improve corporate governance on an annual basis.

The Board of Directors conducts a self-assessment of its work each year. This analysis concerns both the nature of the Board’s activities as well as the procedures it employs. The analysis of the Board’s performance over the reporting period revealed improvements in the following areas: identification of strategic priorities, interaction with executive management, balanced membership and awareness of the Board of Directors.

In 2015, the Board of Directors considered the following matters concerning sustainable development:

  • the Company’s Innovative Development Programme until 2020;
  • the Company’s environmental protection activities;
  • an assessment of operational and industrial safety risks at Gazprom Neft and measures to manage them;
  • the waste utilisation programme at the Omsk and Moscow Oil Refineries;
  • amendments to the Company’s regulatory documents concerning purchases of imported products;
  • the approval of sponsorships for sports clubs in the regions where the Company operates during the sports seasons — Football Club Zenit, Hockey Club SKA and NP Avangard SC.

The Secretary of the Board of Directors handles effective regular interaction with shareholders and the coordination of the Company’s actions to protect the rights and interests of shareholders, and also supports the effective work of the Board of the Directors. In 2015, Board of Directors Secretary Alexey Dvortsov finished first in the rating of corporate governance directors in the fuel and energy sector according to Kommersant Publishing House and the Association of Managers, and also ranked among the "25 Best Corporate Governance Directors / Corporate Secretaries"Prepared by experts of the Association of Independent Directors and the Russian Union of Industrialists and Entrepreneurs in partnership with JSC PricewaterhouseCoopers Audit and the Moscow Exchange. for 2015.

The Audit Committee and Human Resources and Remuneration Committee operate under the Board of Directors.

The AUDIT COMMITTEE evaluates the effectiveness of the internal control systems for the Company’s financial and business operations and also monitors the risk management system.

The HUMAN RESOURCES AND REMUNERATION COMMITTEE contributes to the creation of the Company’s human resources policy and handles matters involving remuneration for members of governing bodies and the Audit Commission.

Executive bodies — MANAGEMENT BOARD (collective executive body) and CEO (sole executive body who performs the functions of the Chairman of the Management Board). The CEO and the Management Board are accountable to the Board of Directors and the General Shareholders Meeting. As of 31 December 2015, the Management Board was comprised of  11 members A list of the members of the Board of Directors and their specific skills is presented in the Company’s Annual Report for 2015. .

The Company’s CEO is Alexander Dyukov.

The Company has mechanisms Detailed information on compliance with the Code of Corporate Governance is presented in the Company’s Annual Report for 2015. that aim to eliminate the possibility of a conflict of interests in the supreme governing bodies.

Detailed information about the rating