Members of the Board of Directors

The structure of the Company’s Board of Directors ensures the duties entrusted to it are performed in the most efficient manner possible. The Board of Directors is elected with 13 members. In accordance with the share capital structure (95.68% of the total common shares belong to Gazprom PJSC), the vast majority of members of the Gazprom Neft PJSC Board of Directors are elected upon recommendation by the controlling shareholder – Gazprom PJSC. Of the 13 members of the Board of Directors, ten are non-executive directors who are representatives of the main shareholder, two are independent directors, and one is the Company’s executive director. Gazprom Neft focuses on the criteria for independence enshrined in the Code of Corporate Governance of the Central Bank of the Russian Federation.

The Board of Directors is balanced in terms of its members possessing the key skills that are essential for effective work and their continued work on the Board. The members of the Board of Directors have skills in strategic management, corporate governance, corporate finance, risk management and accounting as well as knowledge specific to certain areas of the Company’s business.

The existing structure of the Board of Directors ensures it has an appropriate level of independence from Company management to provide proper control over the latter’s work. Gazprom Neft has a transparent procedure for electing members of the Board of Directors, specifically:

  • The Company provides shareholders with two months to nominate candidates for the Board of Directors (legislation stipulates one month);
  • The Company discloses information about the current members of the Board of Directors and candidates for the Board of Directors in advance;
  • The Company regularly interacts with the depository bank that issues depository receipts;
  • The Company employs the principle of cumulative voting for the election of members of the Board of Directors and explains its procedures;
  • The Company announces the voting results on matters with an indication of the quorum and the persons who voted for each option;
  • The Company publishes minutes of the General Meetings of Shareholders on its official website.

All members of the Company’s Board of Directors have a solid professional reputation, substantial experience working at the Company and regularly interact with Company management, its structural units as well as the registrar and auditor in the performance of their functions.

The Board of Directors is balanced in terms of age with directors aged 40 to 60 making up 77% of the Board members.

Balance of the Board of Directors by age
Core competencies of the Board of Directors the Gazprom neft
Strategy Finance and audit Oil and gas Law and corporate governance Risk management Public and government relations
Length of service on the Board of Directors Member of the Board of Directors
5
8
6
3
2
5
13 years (since 2005)
A. B. Miller
13 years (since 2005)
A. V. Kruglov
13 years (since 2005)
K. G. Seleznev
11 years (since 2007)
V. A. Golubev
11 years (since 2007)
A. V. Dyukov
10 years (since 2008)
N. N. Dubik
9 years (since 2009)
V. I. Alisov
7 years (since 2011)
V. V. Cherepanov
6 years (since 2012)
E. V. Mikhailova
6 years (since 2012)
V. P. Serdyukov
5 years (since 2013)
M. L. Sereda
5 years (since 2013)
S. A. Fursenko
4 years (since 2014)
M. M. Garayev
Balance of the Board of Directors by type of director
Name Non-executive Independent
A.B. Miller
V.A. Golubev
A.V. Kruglov
N.N. Dubik
K.G. Seleznev
A.V. Dyukov
V.I. Alisov
V.V. Cherepanov
M.L. Sereda
S.A. Fursenko
Y.V. Mikhailova
V.P. Serdyukov
M.M. Garayev

The number of members of the Board of Directors is optimal for the Company’s current goals, objectives and industry practices and allows for ensuring the necessary balance of competence among members of the Board of Directors.

The concurrent participation by members of the Board of Directors in the work of the boards of directors of other companies has not in any way affected their effectiveness in performing their functions and duties on the Gazprom Neft PJSC Board of Directors

Members of the Board of Directors are elected via a transparent procedure that enables shareholders to obtain sufficient information about candidates so that they can form an opinion on their personal and professional qualities. Information about candidates for the Board of Directors is conveyed to stakeholders via the publishing of a material event immediately after the minutes are compiled for the meeting of the Board of Directors at which this issue was considered. Comprehensive information about the candidates is subsequently published on the Company’s website in Russian and English 30 days prior to the General Meeting of Shareholders at which the election of the Board of Directors is on the agenda.

Members of the Board of Directors as of 31 December 2017

Board of Directors in 2017

  • The current Board of Directors as of 31 December 2017 was elected at the annual General Meeting of Shareholders on 9 June 2017 (Minutes № 0101/01 dated 14 June 2017).
  • There were no changes to the Company’s Board of Directors in 2017. All standing members of the Company’s Board of Directors were re-elected for the following corporate year of 2017–2018 at the General Annual Meeting of Shareholders.
  • Apart from Alexander Dyukov, the chairman and members of the Board of Directors did not own any Company shares during the reporting period. No members of the Board of Directors concluded any transactions for the acquisition or alienation of any Company shares during the reporting year.
  • No claims were filed against members of the Board of Directors in 2017.