Board of Directors

The Board of Directors handles the general management of the Company’s operations. The powers of the Board of Directors include the strategic management of the Company’s operations. The Board of Directors is responsible for identifying priority areas for Company development and establishing its main performance targets. 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.

In accordance with amendments to the Gazprom Neft Charter approved by the extraordinary General Meeting of Shareholders on 12 November 2013, the Board of Directors shall be elected with 13 members. In accordance with the share capital structure, 95.68% of the total common shares directly or indirectly belonging to OJSC Gazprom, the vast majority of members of the Gazprom Neft Board of Directors are elected upon recommendation by the controlling shareholder — OJSC Gazprom. The Company’s Board of Directors includes members of the OJSC Gazprom Management Board who represent the interests of the controlling shareholder and are professionals in matters of asset management of oil and gas industry companies as well as two independent directors. The participation of key executives from the controlling company on the Gazprom Neft Board of Directors is indicative of the high level of professionalism and efficiency of this governing body of the Company.

The Gazprom Neft Board of Directors is largely independent from the Company’s management: the sole executive director within the Board of Directors is Gazprom Neft Management Board Chairman Alexander Dyukov.

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.

Gazprom Neft has a transparent procedure for electing members of The Board of Directors:

  • The Company provides shareholders with two months to nominate candidates for the Board of Directors, while 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
  • When electing members of the Board of Directors, the Company employs the principle of cumulative voting and explains its procedures
  • The Company announces voting results on matters with an indication of the quorum and the persons who voted for each voting option
  • The Company publishes the minutes of its General Meeting of Shareholders on a publicly available resource — its official Internet website

Members of the Board of Directors as of 31 December 2014

MILLER ALEXEY BORISOVICH
MILLER
ALEXEY BORISOVICH

Born in 1962, graduated from Voznesensky Leningrad Institute of Finance and Economics.

2001, Chairman of the Management Board of OJSC Gazprom.

2002, Deputy Chairman of the Board of Directors of OJSC Gazprom.

Positions held at other organisations:

  • 2003, Chairman of the Board of Directors of OJSC Gazprombank;
  • 2003, Chairman of the Board of Directors of OJSC SOGAZ;
  • 2007, Chairman of the Board of the Gazfond Private Pension Fund;
  • 2007, Chairman of the Board of Directors of OJSC Gazprom-Media Holding;
  • 2008, Chairman of the Board of Directors of Shtokman Development AG;
  • 2010, Chairman of the Supervisory Board of Gazprom Neft International S.A.;
  • 2012, Chairman of the Board of Directors of OJSC Russian Hippodromes;
  • 2012, Member of the Board of Directors of South Stream Transport B.V.;
  • 2013, Member of the Supervisory Board of the Global Energy Non-profit Partnership for the Development of International Research and Projects in Energy;
  • 2013, Chairman of the Management Board of the New Technologies of the Gas Industry Association of Equipment Manufacturers.

DATE OF FIRST ELECTION TO BOARD OF DIRECTORS

2005

INTEREST IN CHARTER CAPITAL (AS OF 31 DECEMBER 2014)

Does not own Company shares

GOLUBEV VALERY ALEXANDROVICH
GOLUBEV VALERY ALEXANDROVICH
Member of the Audit Committee of the Board of Directors

Born in 1952, graduated from Ulyanov (Lenin) Leningrad Electrotechnical Institute and the Academy of National Economy under the Government of the Russian Federation.

2006, Deputy Chairman of the Management Board of OJSC Gazprom.

Positions held at other organisations:

  • 2005, Chairman of the Board of Directors of OJSC Centrgaz;
  • 2005, Chairman and Member of the Board of Directors of OJSC Volgogradneftemash;
  • 2006, First Vice President and Member of the Supervisory Board of Russian Gas Company Non-profit Partnership;
  • 2006, Member of the Supervisory Board of LLP KazRosGaz;
  • 2007, Chairman of the Supervisory Board of JSC Moldovagaz;
  • 2007, Member of the Board of Directors of LLC International Gas Transportation Consortium;
  • 2007, Member of the Board of Directors of OJSC Mosenergo;
  • 2007, Chairman of the Board of Directors of CJSC Gazprom Armenia;
  • 2009, Co-chairman of the Supervisory Board for PSAs and Member of the Board of Directors of Sakhalin Energy Investment Company Ltd;
  • 2009, Member of the Board of Directors of LLC Gazprom Investproekt;
  • 2009, Member of the Board of Directors of OJSC Gazprom-South Ossetia;
  • 2012, Member of the Supervisory Board of Gazprom Neft Finance B.V.

DATE OF FIRST ELECTION TO BOARD OF DIRECTORS

2007

INTEREST IN CHARTER CAPITAL (AS OF 31 DECEMBER 2014)

Does not own Company shares

KRUGLOV ANDREY VYACHESLAVOVICH
KRUGLOV
ANDREY VYACHESLAVOVICH
Member of the Human Resource and Remuneration Committee of the Board of Directors

Born in 1969, graduated from St Petersburg Technological Institute of the Refrigerating Industry.

2004, Deputy Chairman of the Management Board and Head of the OJSC Gazprom Department for Finance and Economics.

Positions held at other organisations:

  • 2003, Chairman of the Board of Directors of OJSC Belgazprombank;
  • 2003, Member of the Board of Directors of OJSC Gazprombank;
  • 2004, Member of the Board of Directors of OJSC Vostokgazprom;
  • 2004, Member of the Board of Directors of OJSC Tomskgazprom;
  • 2006, Member of the Board of Directors of OJSC SOGAZ;
  • 2008, Member of the Board of Directors of OJSC Gazprom Repair Centre;
  • 2009, Member of the Supervisory Board of GAZPROM Germania GmbH;
  • 2009, Member of the Board of Directors of Gazprom Marketing and Trading Ltd.;
  • 2009, Member and Chairman of the Supervisory Board of Gazprom EP International B.V.;
  • 2009, Member of the Board of Directors of LLC Gazprom Investproekt;
  • 2010, Member of the Supervisory Board of Gazprom Neft Finance B.V.
  • 2010, Deputy Chairman of the Board of Directors of JSC Overgaz Inc.

DATE OF FIRST ELECTION TO BOARD OF DIRECTORS

2005

INTEREST IN CHARTER CAPITAL (AS OF 31 DECEMBER 2014)

Does not own Company shares

SELEZNEV KIRILL GENNADYEVICH
SELEZNEV
KIRILL GENNADYEVICH

Born in 1974, graduated from Ustinov Baltic State Technical University and St Petersburg State University.

2002, Head of the Gas and Liquid Hydrocarbons Marketing and Processing Department.

2003, Member of the Management Board of OJSC Gazprom.

2004, CEO of LLC Gazprom Mezhregiongaz.

Positions held at other organisations:

  • 2003, Member and Chairman of the Board of Directors of JSC Latvijas Gāze;
  • 2003, Member of the Supervisory Board of LPP KazRosGaz;
  • 2003, Member of the Board of Directors of OJSC Vostokgazprom;
  • 2004, Member of the Board of Directors of OJSC Tomskgazprom;
  • 2006, Member of the Board of Directors of CJSC Football Club Zenit;
  • 2006, Member of the Supervisory Board of Russian Gas Company Non-profit Partnership;
  • 2007, Chairman of the Board of Directors of OJSC Mosenergo;
  • 2008, Chairman of the Board of Directors of OJSC Territorial Generating Company No. 1;
  • 2010, Member of the Board of Directors of OJSC Gazprombank;
  • 2011, Member of the Board of Directors of OJSC Rossiya Bank;
  • 2011, Member of the Supervisory Board of Gazprom Neft Finance B.V.;
  • 2013, Member of the Supervisory Board of OJSC Russian Regional Development Bank;
  • 2013, Chairman of the Board of Directors of OJSC Moscow Unified Energy Company.

DATE OF FIRST ELECTION TO BOARD OF DIRECTORS

2005

INTEREST IN CHARTER CAPITAL (AS OF 31 DECEMBER 2014)

Does not own Company shares

CHEREPANOV VSEVOLOD VLADIMIROVICH
CHEREPANOV
VSEVOLOD VLADIMIROVICH
Member of the Human Resource and Remuneration Committee of the Board of Directors

Born in 1966, graduated from Lomonosov Moscow State University.

2010, Member of the Management Board of JSC Gazprom and Head of the Gas, Gas Condensate and Oil Production Department of OJSC Gazprom.

Positions held at other organisations:

  • 2010, Chairman of the Board of Directors of LLC CentreKaspneftegaz;
  • 2010, Member of the Board of Directors of CJSC Achimgaz;
  • 2010, Member of the Supervisory Board of Wintershall AG;
  • 2010, Member of the Board of Directors of Shtokman Development AG;
  • 2010, Member of the Board of Directors of OJSC Severneftegazprom;
  • 2010, Member of the Supervisory Board of Gazprom EP International B.V.;
  • 2011, Chairman of the Board of Directors of LLC Gazpromviet;
  • 2011, Non-executive Director of the Board of Directors of Sakhalin Energy Investment Company Ltd.;
  • 2012, Member of the Board of Directors of LLC Gazpromneft-Sakhalin;
  • 2012, Member of the New Technologies of the Gas Industry Association of Equipment Manufacturers

DATE OF FIRST ELECTION TO BOARD OF DIRECTORS

2011

INTEREST IN CHARTER CAPITAL (AS OF 31 DECEMBER 2014)

Does not own Company shares

DUBIK NIKOLAY NIKOLAYEVICH
DUBIK
NIKOLAY NIKOLAYEVICH
Member of the Audit Committee of the Board of Directors

Chairman of the Human Resource and Remuneration Committee of the Board of Directors

Born in 1971, graduated from Lomonosov Moscow State University.

2008, Head of the Legal Department of OJSC Gazprom and Member of the Management Board of OJSC Gazprom.

Positions held at other organisations:

  • 2006, Member of the Supervisory Board of JSC Moldovagaz;
  • 2008, Executive Director of RosUkrEnergo AG;
  • 2008, Member of the Supervisory Board of JSC EuRoPolGAZ;
  • 2008, Member of the Board of Directors of LLC Lazurnaya;
  • 2008, Member of the Board of Directors of OJSC Gazprom-Media Holding;
  • 2008, Member of the Board of Directors of Shtokman Development AG;
  • 2009, Member of the Supervisory Board of OJSC Gazprom Transgaz Belarus;
  • 2010, Member of the Supervisory Board of Gazprom Neft International S.A.;
  • 2012, Member of the Board of Directors of LLC Gazpromneft-Sakhalin;
  • 2013, Member of the Board of Directors of JSC Latvijas Gāze;
  • 2014, Member of the Board of Directors of CJSC Gazprom Armenia;
  • 2014, Member of the Board of Directors of LLC Gazprom Kyrgyzstan.

DATE OF FIRST ELECTION TO BOARD OF DIRECTORS

2005

INTEREST IN CHARTER CAPITAL (AS OF 31 DECEMBER 2014)

Does not own Company shares

GARAYEV MARAT MARSELEVICH
GARAYEV
MARAT MARSELEVICH

Born in 1973, graduated from St Petersburg State University of Economics and Finance with an economist degree.

2002–2014, Deputy Head of Department of Marketing, Gas and Liquid Hydrocarbons Processing, Head of the Industrial Products Marketing Department of the OJSC Gazprom.

2014, First Deputy Head of Department of Marketing, Gas and Liquid Hydrocarbons Processing of the OJSC Gazprom.

Positions held at other organisations:

  • 2003, Member of the Board of Directors of OJSC Gazprom Gas Energy Network;
  • 2009, Member of the Board of Directors of Gazprom Sera Ltd;
  • 2010, Member of the Board of Directors of OJSC Kazanorgsintez.

DATE OF FIRST ELECTION TO BOARD OF DIRECTORS

2014

INTEREST IN CHARTER CAPITAL (AS OF 31 DECEMBER 2014)

Does not own Company shares

MIKHAILOVA ELENA VLADIMIROVNA
MIKHAILOVA
ELENA VLADIMIROVNA

Born in 1977, graduated from Moscow State Industrial University with a major in Jurisprudence and earned a Master’s Degree in Business Administration from the Academy of National Economy under the Government of the Russian Federation.

2003, Deputy CEO for Corporate and Property Relations of LLC Gazprom Mezhregiongaz.

2011, Head of the Asset Management and Corporate Relations Department of OJSC Gazprom.

2012, Member of the Management Board of OJSC Gazprom.

Positions held at other organisations

  • 2009, Member of the Board of Directors of OJSC Gazprom Gas Energy Network;
  • 2012, Member of the Board of Directors of LLC Gazprom Investproekt;
  • 2012, Member of the Board of Directors of OJSC Mosenergo;
  • 2012, Member of the Board of Directors of OJSC Severneftegazprom;
  • 2012, Member of the Board of Directors of CJSC Leader;
  • 2012, Member of the Board of Directors of LLC Gazprom Gas Engine Fuel;
  • 2013, Member of the Board of JSC Latvijas Gāze.

DATE OF FIRST ELECTION TO BOARD OF DIRECTORS

2012

INTEREST IN CHARTER CAPITAL (AS OF 31 DECEMBER 2014)

Does not own Company shares

DYUKOV ALEXANDER VALERYEVICH
DYUKOV
ALEXANDER VALERYEVICH

Born in 1967, graduated from Order of Lenin Leningrad Shipbuilding Institute.

2006, President of OJSC Gazprom Neft.

December 2007, Chairman of the Management Board and CEO of OJSC Gazprom Neft.

Positions held at other organisations:

  • 2005, Chairman and Deputy Chairman of the Board of Directors of OJSC SIBUR Holding;
  • 2006, Chairman of the Board of Directors and President of CJSC Football Club Zenit;
  • 2007, Member and Chairman of the Board of Directors of the Lakhta Center Multifunctional Complex;
  • 2009, Member of the Board of Directors of LLC National Oil Consortium;
  • 2010, Member of the Board of Directors of CJSC Hockey Club SKA;
  • 2012, Member of the Board of Directors of LLC Hockey City;
  • 2012, Member of the Board of Directors of LLC LIGA-TV.

DATE OF FIRST ELECTION TO BOARD OF DIRECTORS

2008

INTEREST IN CHARTER CAPITAL (AS OF 31 DECEMBER 2014)

0,005357244% (254,003 shares)

ALISOV VLADIMIR IVANOVICH
ALISOV
VLADIMIR IVANOVICH

Born in 1960, graduated from the Legal Department of Zhdanov State University

2008, First Deputy Head of the Legal Department of OJSC Gazprom. Member of the Russian Association of Lawyers, Member of the Expert Council on Corporate Governance under the Russian Federal Financial Markets Service.

Positions held at other organisations:

  • 2007, Member of the Board of Directors of OJSC Gazprom Automation;
  • 2008, Member of the Board of Directors of OJSC Kamchatgazprom;
  • 2008, Member of the Board of Directors of OJSC Daltransgaz

DATE OF FIRST ELECTION TO BOARD OF DIRECTORS

2009

INTEREST IN CHARTER CAPITAL (AS OF 31 DECEMBER 2014)

Does not own Company shares

SEREDA MIKHAIL LEONIDOVICH
SEREDA
MIKHAIL LEONIDOVICH
Chairman of the Audit Committee of the Board of Directors

Born in 1970, graduated from St Petersburg State University of Economics and Finance.

2002, Member of the Board of Directors of OJSC Gazprom.

2004, Deputy Chairman of the Management Board and Head of the Administration of the Management Board of OJSC Gazprom.

Positions held at other organisations:

  • 2002, Member of the Board of Directors of WIEH GmbH and Co KG;
  • 2002, Member of the Board of Directors of Wingas GmbH;
  • 2002, Member and Chairman of the Board of Directors of GAZPROM (U.K.) LIMITED;
  • 2002, Member and Deputy Chairman of the Board of Directors of OJSC Gazprombank;
  • 2002, Member and Chairman of the Board of Directors of OJSC Vostokgazprom;
  • 2003, Member of the Board of CJSC Panrusgaz;
  • 2003, Member and Chairman of the Board of Directors of SOJSC Centreenergogaz;
  • 2004, Chairman of the Board of Directors of OJSC Tomskgazprom;
  • 2005, Member and Chairman of the Board of Directors of OJSC Gazpromtrubinvest;
  • 2007, Member of the Board of Directors of OJSC Gazprom Cosmic Systems;
  • 2008, Member of the Board of Directors of LLC Gazprom Repair Centre;
  • 2014, Member of the Board of Directors of OJSC Gazpromtrubinvest;
  • 2014, Chairman of the Management Board of TSZ Sokhna.

DATE OF FIRST ELECTION TO BOARD OF DIRECTORS

2013

INTEREST IN CHARTER CAPITAL (AS OF 31 DECEMBER 2014)

Does not own Company shares

FURSENKO SERGEY ALEXANDROVICH
FURSENKO
SERGEY ALEXANDROVICH
Member of the Human Resource and Remuneration Committee of the Board of Directors

Born in 1954, graduated from Leningrad Polytechnic Institute.

2011, Member of the Executive Committee of the Union of European Football Associations (UEFA).

2012, Member of the Presidential Council on the Development of Physical Education and Sport.

Positions held at other organisations:

  • 2012, Chairman and Member of the Board of Directors of LLC Gazprom Gas Engine Fuel.

DATE OF FIRST ELECTION TO BOARD OF DIRECTORS

2013

INTEREST IN CHARTER CAPITAL (AS OF 31 DECEMBER 2014)

Does not own Company shares

SERDYUKOV VALERY PAVLOVICH
SERDYUKOV
VALERY PAVLOVICH

Born in 1945, graduated from Plekhanov Leningrad Mining Institute.

1999-2012, Governor of the Leningrad Region.

DATE OF FIRST ELECTION TO BOARD OF DIRECTORS

2012

INTEREST IN CHARTER CAPITAL (AS OF 31 DECEMBER 2014)

Does not own Company shares

SINCE THE START OF 2014 THE FOLLOWING CHANGES HAVE TAKEN PLACE WITH THE BOARD OF DIRECTORS:

  • M.M. Garayev joined the Board of Directors on 6 June 2014 based on the decision of the annual general meeting of shareholders (Minutes No. 101/01 dated 10 June 2014).

There were no other changes to the Company’s Board of Directors in 2014. During the re-election of the Gazprom Neft Board of Directors, all remaining members of the Company’s Board of Directors were re-elected.

  • The current Board of Directors as of 31 December 2014 was elected at the annual general meeting of shareholders on 6 June 2014 (Minutes No. 0101/01 dated 10 June 2014).
  • 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 2014.

Secretary of the Board of Directors

DVORTSOV
ALEXEY VLADIMIROVICH

Born in 1972, graduated from Economic Department of State University of Management in Moscow.

He is responsible for the organisational and information support of the work performed by the Company’s Board of Directors and the general meeting of shareholders and monitors compliance by the Company’s bodies and officials with the corporate governance rules and procedures established by the legislation of the Russian Federation as well as the Company’s Charter and internal documents.

DATE OF FIRST ELECTION TO BOARD OF DIRECTORS

2008

INTEREST IN CHARTER CAPITAL (AS OF 31 DECEMBER 2014)

Does not own Company shares

REPORT ON THE ACTIVITIES OF THE GAZPROM NEFT BOARD OF DIRECTORS IN 2014

Number of meetings of the Board of Directors in 2012-2014
Number of matters considered by the Board of Directors in 2012-2014 by area

65 meetings
of the Board of Directors in 2014

142 matters
considered by the Board of Directors in 2014

Statistics of meeting attendance by Board of Directors members
Member of the Board of Directors Number of meetings attended by the Member of the Board of Directors Total number of meetings the Member of the Board of Directors could have attended
Miller Alexey Borisovich Chairman of the Board of Directors, Non-executive Director 65 65
Alisov Vladimir Ivanovich Non-executive Director 65 65
Garayev Marat Marselevich Non-executive Director 41 41
Golubev Valery Alexandrovich Non-executive Director 63 65
Dubik Nikolay Nikolayevich Non-executive Director 65 65
Does not attend meetings of the Board of Directors at which related party transactions are discussedDyukov Alexander Valeryevich Executive Director 39 65
Kruglov Andrey Vyacheslavovich Non-executive Director 65 65
Mikhailova Elena Vladimirovna Non-executive Director 65 65
Seleznev Kirill Gennadyevich Non-executive Director 65 65
Serdyukov Valery Pavlovich Independent Director 65 65
Sereda Mikhail Leonidovich Non-executive Director 65 65
Fursenko Sergey Alexandrovich Independent Director 65 65
Cherepanov Vsevolod Vladimirovich Non-executive Director 65 65

THE FOLLOWING ISSUES WERE CONSIDERED IN STRATEGIC AND INVESTMENT PLANNING:

  • the structure of debt and management of the Gazprom Neft Group debt portfolio
  • the Company’s strategic performance indicators
  • a report on the implementation of the Innovative Development Programme for 2013
  • the status and effectiveness of the implementation of the Gazprom Neft Investment Programme for 2014 based on the Company’s performance results in the first half of 2014 and on amendments to the Investment Programme
  • the preliminary results of the implementation of the Gazprom Neft Investment Programme for 2014
  • the approval of the Gazprom Neft Investment Programme for 2015
  • the consideration of the projected investment plan for 2016–2017

IN BUDGET PLANNING AND FUNDING OF THE COMPANY’S ACTIVITIES:

  • amendments to the Gazprom Neft Budget for 2014
  • approval of the of Gazprom Neft Budget for 2015
  • approval of the Gazprom Neft Cost Optimisation Programme for 2015
  • projected indicators of the Gazprom Neft Budget and Cost Optimisation Programme for 2016–2017
  • approval of a number of transactions to raise debt financing
  • approval of transactions to provide collateral on the obligations of Gazprom Neft Group participants

AS PART OF CORPORATE GOVERNANCE:

  • a corporate governance audit report conducted by KPMG was considered
  • a new version of the Regulation on the Dividend Policy was approved
  • several decisions on corporate matters were adopted, including a decision to convene an Extraordinary General Meeting of Gazprom Neft shareholders to approval new versions of the Regulation on the General Meeting of Gazprom Neft Shareholders and on the Board of Directors of Gazprom Neft as well as on the payment of interim dividends
  • remuneration was recommended for members of the Board of Directors and Audit Commission based on their work in 2013
  • the combination of positions in the management bodies of other organisations by members of the Management Board was considered

OTHER:

  • a number of related party transactions were approved
  • several decisions were adopted on the Company’s participation/ discontinuation of participation in other organisations as part of the corporate restructuring programme
  • a merger of the Company’s companies to the consolidated group of taxpayers was considered
  • the organisation of sponsorship for sports clubs in the regions of operation of Gazprom Neft, including FC Zenit, HC SKA and Avangard SC NP, was approved