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ANNUAL REPORT 2005 - Lukoil

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<strong>ANNUAL</strong> <strong>REPORT</strong>, <strong>2005</strong><br />

regular meetings with investors and shareholders;<br />

annual publication of the Company’s Analyst DataBook, containing detailed industrial and financial<br />

statistics;<br />

publication every two years of a Company Report on Sustainable Development in the Russian<br />

Federation.<br />

History of LUKOIL Corporate Governance Development<br />

Creation of LUKOIL<br />

Appointment of external auditor (KPMG) and legal consultant (Akin Gump)<br />

Transfer of all subsidiaries to a single share;<br />

first general meeting of shareholders; LUKOIL becomes<br />

first Russian company with a major foreign strategic partner, US ARCO<br />

LUKOIL carries out first-ever issue of American depositary<br />

receipts (ADRs) by a Russian oil company<br />

First annual reserve audit by Miller and Lents<br />

Financial reporting in accordance with US GAAP<br />

1993 1994 1995 1996 1997 1998 2001 2002 2003 2004 <strong>2005</strong><br />

Quarterly financial reporting in accordance with US GAAP;<br />

creation of Internal Audit Division;<br />

exchange of preferred shares for common shares (1:1 ratio)<br />

Full secondary listing on the London Stock Exchange;<br />

start of restructuring program;<br />

three independent BoD directors, representing minority shareholders<br />

Creation of Committees for Strategy and Investment,<br />

Audit, and Personnel and Remuneration;<br />

launch of share incentive scheme for top management<br />

Successful completion of Company privatization;<br />

ConocoPhillips acquires 10% of LUKOIL and the two Companies create a strategic alliance<br />

A representative of ConocoPhillips joins LUKOIL BoD;<br />

LUKOIL and ConocoPhillips start a management exchange program;<br />

changes are made to the Company Charter, significantly extending rights of minority shareholders<br />

Internal Control and Audit<br />

A system of control and internal audit is an inseparable part of corporate governance, guaranteeing<br />

efficiency of Company operations and defence of shareholder and investor interests.<br />

There were 31 control and internal audit checks inside organizations and structural subdivisions of<br />

LUKOIL Group during <strong>2005</strong>, spread over all business segments. Their purpose is to find out whether<br />

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