Compliance with the corporate code of conduct

Corporate governance in OJSC Gazprom Neft is based on the principle of sustainable growth and long-term appreciation of the Company’s authorised capital. Observing this principle in the long term is only made possible through responsible interaction and trusted relationships with employees, suppliers, clients, and local communities in the regions of the Company’s presence.

Corporate governance at OJSC Gazprom Neft is based on an unwavering respect for shareholder rights, high quality investment planning, a logical system of internal audits and risk management, a high degree of financial and informational transparency, and an efficient, professional Board of Directors.

The Company abides steadfastly by the rules of effective legislation, aimed primarily at ensuring respect for and protection of shareholder rights.

OJSC Gazprom Neft ensures the equal treatment of its shareholders by issuing shares of one type (category), including minority (minor) shareholders and foreign shareholders

OJSC Gazprom Neft ensures that shareholders can exercise authority over their shares without undue restriction, delay or duress.

  • OJSC Gazprom Neft engages a professional independent, and highly reputable registrar with up-to-date and trusted technology, that allows shareholder rights and titles to be recorded reliably and effectively;
  • The Company protects shareholder title and rights, jointly with the registrar, by continuously updating shareholder information on the shareholder register

OJSC Gazprom Neft provides for the efficient preparation and conducting of general meetings of shareholders.

  • Shareholders are notified of a forthcoming general meeting of shareholders no later than 30 days before the meeting. Notifications are communicated by two methods: via hard copy mailed to each shareholder, and via a notice published in the Rossiyskaya Gazeta.
  • Shareholders have the opportunity to study all information made available to them in advance of the general meeting of shareholders (all information is published on the Company’s official website; Russian and English versions are published simultaneously; shareholders may also study relevant materials at the Company’s registered office).
  • The registration of shareholders attending the general meeting of shareholders is made as easy and efficient as possible and the high proportion of the Company’s minority shareholders who attend general meetings of shareholders proves that there are no technical difficulties which would hinder attendance.
  • Shareholders are allowed to vote by proxy at the general meeting.
  • Voting is conducted by using voting ballots.
  • The Board of Directors is elected using cumulative voting.
  • The procedure for voting on each agenda item is explained before voting begins, including a detailed explanation of the cumulative voting principle; explanations of how to vote are provided on the back of each ballot paper.
  • To prevent errors and abuse during the shareholders’ registration upon their arrival at a meeting, as well as during the counting of the votes, the Company employs a registrar to undertake the role of returning officer.
  • The procedure for conducting the general meeting of shareholders promotes equal opportunity for all shareholders, by allowing them to express their opinions and raise questions on the agenda with members of the Company’s Management Board who participate in general meetings of shareholders every year.
  • Voting results are announced at the general meeting of shareholders.
  • Minutes of the general meetings of shareholders are published on the Company’s official website and are available to any stakeholder to examine.
  • The Company maintains a dedicated email address for shareholder contacts: shareholders@gazprom-neft.ru.

OJSC Gazprom Neft ensures the right of shareholders to receive profit.

  • OJSC Gazprom Neft has a clearly communicated dividend policy: to pay, as a minimum, 15% of the Company’s net profit calculated under International Accounting Standards (IFRS).
  • The Company has a ‘fast payment’ policy for the payment of dividends to minority shareholders.

OJSC Gazprom Neft provides effective control over its financial and business activities.

  • For the annual audit of its financial statements, the Company engages PricewaterhouseCoopers (PwC), the world’s largest auditing service provider.
  • The Company has an elected Audit Committee consisting of the parent company’s internal auditors.
  • The Company operates an efficient Internal Audit Department comprised of highly skilled professionals; auditors working in the Company’s subsidiaries report to OJSC Gazprom Neft’s Internal Audit Department.
  • An Audit Committee has been set up under the Board of Directors. The Internal Audit Department is accountable to the Audit Committee. The Audit Committee regularly meets to address issues related to the Company’s activities within the scope of its jurisdiction as stipulated in the Audit Committee Regulations.
  • As part of its risk management and internal control system, the Company has established a safe, confidential, and easy-to-use communications method (a hot line) to report violations of law, internal procedures, or the Company’s Corporate Conduct Code by any employee and/or member of an executive or management body in charge of controlling the Company’s financial and business activities.

OJSC Gazprom Neft seeks to disclose information in the most timely and transparent manner.

  • The Board of Directors has approved the Regulations of the Information Policy.
  • The Company has an official bilingual website (www.gazprom-neft.com).
  • The Company does not attempt to conceal any material information about its business.
  • The Company ensures a high level of disclosure of information about its business (including information about the structure of its equity capital, financial and operating data) by using available media, including on-line publication of press releases.
  • The Company provides prompt disclosure of information to prevent it from becoming out of date.
  • When disclosing information, the Company uses disclosure methods that allow unrestricted, user-friendly and lowe-cost access to information.
  • When disclosing information, the Company ensures that no audience has priority over other audiences.
  • In accordance with the law, the Company provides information (documents) at the request of shareholders.

OJSC Gazprom Neft adheres to international social responsibility standards; social goals are integrated into the Company’s long-term strategy

  • OJSC Gazprom Neft has been preparing and publishing Sustainable Development Reports for many years.
  • The Company implements large-scale programmes aimed at improving industrial, environmental and occupational safety.
  • OJSC Gazprom Neft is involved in regional social and economic development programmes.
  • The Company implements an HR motivation and professional development policy.