Gazprom-AR2014

110
Corporate Governance
OAO Gazprom focuses strongly on the quality of corporate governance. The Company
continuously works to improve its corporate governance based on best international practice.
Corporate governance development in OAO Gazprom in 2014
— OAO Gazprom’s shares were included on the first (top) level quotation list of Russian ZAO Micex Stock Exchange
and OAO Saint-Petersburg Exchange. The first (top) level quotation lists were aligned to the new listing rules.
— OAO Gazprom was listed on the Singapore Exchange.
— Regulation on OAO Gazprom’s Key Performance Indicators was approved (resolution of OAO Gazprom’s Board of
Directors dated 21 October 2014). The Regulation defines the metrics and framework of key performance indicators
(KPIs), as well as the main KPI groups, and KPI-related objectives, targets and requirements. The Regulation also
establishes KPIs to assess the performance of OAO Gazprom’s management, incentivise members of the
Company’s Board of Directors and inform HR decisions. This group of KPIs included, inter alia, such metrics as
Total Shareholder Return (TSR) and Return on Equity (ROE).
— As part of the efforts to increase transparency of OAO Gazprom’s operations, in 2014, the deadline for circulating
information materials to shareholders ahead of the annual General Shareholders Meeting was extended (in 2013,
the period was extended from 20 to 30 days ahead of the meeting, and in 2014, to 37 days before the meeting).
— The Corporate Ethics Commission of OAO Gazprom started its operation. The Company’s management signed up
to the Code of Corporate Ethics of OAO Gazprom; arrangements were made to implement certain Code sections
with respect to relatives working together, interaction with competitors and counterparties, and the Commission’s
procedures for resolving conflict of interest situations of sole executive bodies of entities controlled by the
Company.
— Initiatives were completed to launch a Hotline to report incidents of perceived fraud, corruption or theft in
Gazprom Group.
— Disposal of non-core/non-performing assets was performed. The total actual revenue received by OAO Gazprom
and its subsidiaries from disposal of non-core/non-performing assets in 2014 was RUB 16.08bn including
RUB 11.36bn from non intra-group transactions.
— OAO Gazprom initiated and completed independent corporate governance audits in its subsidiaries whose shares
are publicly traded in a regulated securities market and/or who publicly offer(ed) their bonds or other securities.
The audit raised the issue of development of a phased action plan to build an optimal corporate governance
model, reflecting the Company’s specifics. Audit results were reviewed at a meeting of OAO Gazprom’s Board of
Directors.
— OAO Gazprom’s regulations governing the internal control system were refined in terms of the system’s operating
principles, and key control procedures were defined.
OAO Gazprom Annual Report 2014