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ANNUAL REPORT 2005 - Lukoil

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The general meeting of shareholders on 24 June, 2004 decided to set remuneration for newly elected<br />

Board directors at $125,000*. There are additional remunerations for carrying out the functions of<br />

Chairman of the Board of Directors, Chairman of a Board Committee, as well as some other remunerations.<br />

The decision of the AGM on 24 June, 2004, concerning size of remuneration and types of expenses,<br />

which are recompensed to LUKOIL BoD members, remains valid until cancellation or change by a general<br />

meeting of LUKOIL shareholders.<br />

CORPORATE GOVERNANCE<br />

The general meeting of shareholders on 28 June, <strong>2005</strong>, decided to keep the level of remuneration<br />

to members of the BoD and Audit Commission, which was decided by the LUKOIL AGM on 24<br />

June, 2004.<br />

The BoD on 19 July, <strong>2005</strong>, determined main conditions of contracts with members of the<br />

Management Committee. These conditions envisage remuneration for members of the Management<br />

Company equal to their basic monthly salary. This payment is subject to achievement of key corporate<br />

targets in the reporting period.<br />

CORPORATE GOVERNANCE AND INFORMATIONAL OPENNESS<br />

Corporate Governance<br />

LUKOIL's system of corporate governance is based on respect for the rights and lawful interests of<br />

all categories of owners and shareholders. Its purposes are to reduce investment risk, make the<br />

Company more attractive for investment, reduce costs of own and borrowed capital, and increase<br />

value of the Company.<br />

Informational Openness<br />

Since receiving a full listing on the London Stock Exchange in 2002 the Company has set up and successfully<br />

operates a system of corporate information disclosure for the investment community. The<br />

Company's policy of informational openness and quality of information disclosure fully comply with<br />

internationally accepted standards and with standards of the LSE.<br />

LUKOIL's information policy includes:<br />

publication of quarterly audited financial accounts under US GAAP;<br />

annual disclosure of the results of international audits of Company hydrocarbon reserves;<br />

conference calls and internet broadcasts for the investment community following publication of<br />

financial results and other important corporate events;<br />

organization of trips for representatives of the investment community to regions where the<br />

Company has industrial activities;<br />

* The remuneration is calculated using the rouble equivalent of $1 at the Russian Central Bank exchange rate on the date of the AGM, at<br />

which payment of the remuneration is decided.<br />

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