Board of Directors

The Board of Directors performs the general management of the Company’s operations. In accordance with its purview, the Board of Directors determines the Company’s strategy, policy and core operating principles, including with respect to investment and borrowing, risk management, property disposal and other areas of operations, and monitors their implementation.

The purview of the Board of Directors is determined in the Charter and clearly separated from that of the Company’s executive governing bodies that manage its day-to-day operations.

One of the most crucial functions of the Board of Directors is to form effective executive bodies and supervise their activities. The Board of Directors monitors the activities of the executive bodies and regularly reviews reports on the implementation of the Company’s strategy and business plans. The purview of the Board of Directors includes the election and motivation of the executive bodies as well as the termination of their powers.

The Board of Directors approves the internal control and risk management policy and supports the operation of the risk management and internal control systems. The Board of Directors is responsible for managing the Company’s key risks that impact the achievement of its strategic goals.

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.

Taking into account the strategic importance of the challenges facing the Board of Directors, the Board members must have the confidence of shareholders and ensure the duties entrusted to them are performed in the most efficient manner possible.

The main functions of the Chairman of the Board of Directors are specified by the Charter, Regulation on the Board of Directors and Code of Corporate Governance and include:

  • organising the work of the Board of Directors;
  • ensuring an open discussion of agenda items and taking into account the opinions of all members of the Board of Directors;
  • identifying key items that should be considered by the Board of Directors and selecting the optimal meeting form to discuss the items;
  • representing the Board of Directors in relations with shareholders, management and other stakeholders;
  • preparing proposals to distribute tasks among members and committees of the Board of Directors.

The purview and work procedure of the Board of Directors and existing corporate procedures allow for adopting decisions on a substantial portion of items with a simple majority of votes by members of the Board of Directors. At the same time, the Chairman of the Board of Directors takes into account the opinion of each member of the Board of Directors during the discussion of agenda issues and takes measures to achieve a common opinion on key items.

The Chairman of the Board of Directors in 2016 was non-executive director Alexey Miller, who is not a member of any committees under the Board of Directors. The concurrent participation by Chairman of the Board of Directors Alexey Miller in the work of the boards of directors of other companies and his performance of official duties as Chairman of the Gazprom PJSC Management Board in the Company’s view has not in any way affected his effectiveness in performing his functions and duties on the Gazprom Neft PJSC Board of Directors.