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 organising Management Board activities. In the absence of the Chairman of the Management Board, his functions are fulfilled by one of 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.

As of 31 December 2013, 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 CEO.

Management Board

(as of 31 December 2013)

Information about changes in the composition of the Company’s Management Board during the reporting year

There were no changes in the composition of the Management Board of the Company in 2013. No securities transactions were made by members of the Board Directors. No lawsuits were filed against the Chief Executive Officer or members of the Management Board in 2013.

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.

2006–2008: President of Gazprom Neft.

January 2008 – present: Chairman of the Management Board, Chief Executive Officer of OJSC Gazprom Neft.

Interest in the authorised capital (as of 31 December 2012): 0.005357244% (254,003 units).

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.

Interest in the authorised capital (as of 31 December 2013): 0.001051526 % (49,856 units).

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), LETI-Lovanium International School of Management. Certified as a Certified Management Accountant (CMA) in 2004.

2005–2007: Deputy Chief Financial Officer, LLK-International.

2007–2011: Director of the Planning and Budgeting Department, Head of the Directorate for Economics and Corp orate 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.

Alexander Mikhailovich Dybal
Alexander Mikhailovich
Dybal

Member of the Management Board, Deputy Chief Executive Officer for corporate communications.

Born in 1996, 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.

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.

Interest in the authorised capital (as of 31 December 2013): 0.001621496% (76,880 units).

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 Saint 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.

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.

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. During this period, 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.

Interest in the authorised capital (as of 31 December 2013): 0.000068462% (3,246 units).

Work carried out by the OJSC Gazprom Neft Management Board in 2013

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 organisational units.

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 and operating results).

In 2013, 11 OJSC Gazprom Neft Management Board meetings were held, and seven matters were voted upon. At the meetings the following key matters were considered:

  • Disposal of the shares in CJSC Sibirskaya Geologicheskaya Kompania
  • Purchase by NIS a.d. Novi Sad of a 55 % holding in the authorised capital of a new company incorporated to control the Free Zone in Pancevo, Serbia
  • Election of deputies to the Management Board Chairman
  • Consolidated results of Gazprom Neft in 2012
  • OJSC Gazprom Neft’s Strategy in the bitumen business until 2025
  • OJSC Gazprom Neft Development Strategy until 2025
  • Progress and objectives of the “Reorganising the regional sales model” project
  • Acquiring 100% holding in the authorised capital of OOO Airport Fuel Supply
  • Implementation of OJSC Gazprom Neft’s 2013 Investment Programme and Budget (Financial Plan) based on the results of H1 2013.
  • Changes proposed to the Company’s 2013 Investment Programme and Budget (Financial Plan)
  • Incorporation of ZAO Gazprom Neft Corporate Sales
  • Purchase of a 100% holding in the authorised capital of SYNTAZ OIL LLC
  • Acquisition of a holding in the authorised capital of Omsk (Central) Refueling Complex Limited Liability Company
  • Purchase by LLC Gazpromneft Marine Bunker of a 100% holding in the authorised capital of ООО Novorosnefteservis, and of a 100% holding in the authorised capital of OOO Novorossiysk Oil Transshipment Complex
  • Business plan of the Exploration and Production Segment for 2014–2016
  • Business plan of the Logistics, Processing, and Sales Segment for 2014–2016
  • Concept and Principles of OJSC Gazprom Neft’s Charitable Activities
  • Disposal of a 100% holding in the authorised capital of ООО Transservis
  • Human resources strategy of OJSC Gazprom Neft until 2020
  • HR succession pool management system in 2014

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

The Company has a clearly structured and unbiased remuneration policy for its top and senior executive officers, which ensures there is a correlation between short-term targets and the amounts of respective bonuses paid. In addition to short-term bonuses, the Company also uses a system of incentives based on the Company’s market capitalisation performance over a three-year period.

The Company has also adopted a programme, that rewards employees based on stock appreciation rights (SAR). This programme is another component in the Company’s long-term growth strategy, and rewards management based on the growth of Gazprom Neft Group’s shareholder value over a certain period. The Group’s shareholder value is calculated on the basis of market capitalisation. The specific market situation and employee functions are considered in order to calculate the amount payable to employees under the programme. The level of reward is then appraised on a fair value basis at the end of each reporting period, and paid at the end of the programme period.

Compensation to members of the Board of Directors

The level of compensation payable to the members of the Board of Directors depends on the Company’s financial performance and requires approval by the shareholders each year. This unbiased shareholder approval mechanism reduces the likelihood of the bonus programme being abused.

By resolution of the general meeting of shareholders, members of the Board of Directors who do not hold a position in the Company’s executive bodies (i.e. who are not executive directors) were paid 0.005% of the EBITDA (calculated under IFRS) of the consolidated financial statements filed by OJSC Gazprom Neft for 2012.

In addition to 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 2013, the total compensation paid to members of the Board of Directors was RUB 165 million (including personal income tax) based on the results for 2012.

Compensation to members of the Management Board

The income paid to members of the Management Board was RUB 782 million in 2013. 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.