Gazprom-AR2014

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Corporate Governance 111 Corporate Governance Framework of OAO Gazprom Corporate governance principles Core corporate governance principles are set forth in the Code of Corporate Governance (Behavior) of OAO Gazprom approved by its General Shareholders Meeting on 28 June 2002. The Company’s corporate governance is primarily aimed at ensuring full respect of the rights of all OAO Gazprom’s shareholders. Key corporate governance documents of OAO Gazprom rely on fair treatment of shareholders, protection of their rights and interests regardless of their shareholdings. i These documents are available on the website of OAO Gazprom: http://www.gazprom.ru/investors/ documents/ and http://www.gazprom.com/investors/ documents/ Key documents of OAO Gazprom to protect shareholder rights — Articles of Association of Open Joint Stock Company Gazprom (amended in 2014); — Code of Corporate Governance (Behavior) of OAO Gazprom; — Code of Corporate Ethics of OAO Gazprom (amended in 2014); — Regulation on the General Shareholders Meeting of OAO Gazprom; — Regulation on the Board of Directors of OAO Gazprom (amended in 2014); — Regulation on the Board of Directors’ Audit Committee of OAO Gazprom (amended in 2014); — Regulation on the Management Committee of OAO Gazprom; — Regulation on the Chairman of OAO Gazprom’s Management Committee; — Provision on the Audit Commission of OAO Gazprom; — Regulation on the Internal Control System of OAO Gazprom (amended in 2014); — Procedures for Documenting of Proposals and Requests of Shareholders Related to the Convocation of the General Shareholders Meeting; — Dividend Policy of OAO Gazprom; — Regulation on Information Disclosure of OAO Gazprom; — Procedure for Shareholders’ Familiarisation with Information on OAO Gazprom; — OAO Gazprom’s Regulation on Control of Compliance with the Laws on Countering the Unlawful Use of Insider Information and Market Manipulation. In accordance with the Code of Corporate Governance (Behavior) of OAO Gazprom, the Company undertakes to develop corporate conduct rules based on the following principles: — exercise of the rights of all shareholders attaching to their shareholdings in OAO Gazprom; — strategic governance by the Board of Directors and its effective supervision over executive bodies, and the Board of Directors accountability to the General Shareholders Meeting; — reasonable and good faith management of day-to-day operations by executive bodies accountable to the Board of Directors and General Shareholders Meeting; — prompt disclosure of information about the Company, including its financial position, performance, ownership and governance structure; — effective supervision over financial and operating performance; — statutory rights of the Company’s employees, development of partnerships between the Company and its employees to resolve social issues and regulate working conditions; — active cooperation with investors, lenders, and other stakeholders to expand the Company’s assets and increase the value of OAO Gazprom’s shares and other securities. It is the Company’s concern to improve corporate governance in its subsidiaries and affiliates and to make their operations open and transparent, as well as to implement core principles set forth in the Code of Corporate Governance (Behavior) of OAO Gazprom. The Company also strives to adhere, to the fullest possible extent, to national and international corporate governance principles. The Company offers its shareholders and investors alternative solutions to protect their rights and legitimate interests, as aligned with corporate profiles (vertical integration, business diversification and shareholding structure). Individual aspects of joint-stock company operations are fully governed by Russian laws making it unnecessary to detail them in internal regulations of OAO Gazprom. OAO Gazprom Annual Report 2014
112 Corporate Governance Corporate governance structure OAO Gazprom’s corporate governance pillars include management and supervisory bodies: the General Shareholders Meeting, Board of Directors, Management Committee, Chairman of the Management Committee and Audit Commission. The Company’s financial and business performance is independently reviewed by an external auditor. Corporate secretary functions are distributed among OAO Gazprom’s business units according to their scopes of authority. Most such functions are vested in the Board of Directors’ Secretariat that ensures smooth operation of the Board and its committees and commissions, the Administration of the Management Committee, and the business unit charged with asset management and corporate relations. Supervision of subsidiaries’ and affiliates’ performance in different business lines is the responsibility of various business units of OAO Gazprom depending on their competence. The business unit charged with asset management and corporate relations is responsible for coordination of, and organisational and methodological support to representatives of OAO Gazprom and its subsidiaries in management bodies of its investees. In order to maintain a transparent and constructive dialogue with the investment community, OAO Gazprom has established the Coordinating Committee for Shareholder and Investor Relations. The Committee is led by A. V. Kruglov, Deputy Chairman of the Management Committee and Head of Department. The Committee also includes heads of business units responsible for development and implementation of the relevant strategy. Relations with the investment community are governed by the annual plan of the Coordinating Committee. OAO Gazprom’s Corporate Governance Structure General Shareholders Meeting Board of Directors Audit Commission External Auditor Audit Committee 1 2 Management Committee Chairman of the Management Committee Internal audit BU of OAO Gazprom BU charged with asset management and corporate relations Business units charged with control over and profitability of OAO Gazprom's long-term investments Coordinating Committee for Shareholder and Investor Relations Internal audit BUs of OAO Gazprom’s investees OAO Gazprom’s investees Corporate Ethics Commission Subordination / accountability Interaction 1 Functional management 2 Administrative management OAO Gazprom Annual Report 2014
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OAO Gazprom Annual Report 2014 The
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Contents 4 Statement of OAO Gazprom
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4 Statement of OAO Gazprom’s Chai
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6 Major results Gazprom Group Resul
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8 Company Information OAO Gazprom
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10 Company Information OAO Gazprom
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12 Company Information Track Record
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14 Company Information Gazprom Grou
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16 Company Information Operations a
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18 Business Development Prospects S
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20 Business Development Prospects G
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22 Business Development Prospects E
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24 Business Development Prospects T
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26 Business Development Prospects E
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28 Business Development Prospects P
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30 Business Development Prospects U
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32 Business Development Prospects S
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34 Board of Directors and Managemen
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42 Board of Directors’ Report on
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48 Trends and Developments on Oil a
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54 Performance Results Exploration
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56 Performance Results Distribution
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58 Performance Results Distribution
Page 61 and 62: 60 Performance Results The company
Page 63 and 64: 62 Performance Results Hydrocarbon
Page 65 and 66: 64 Performance Results Transportati
Page 67 and 68: 66 Performance Results Gas transpor
Page 69 and 70: 68 Performance Results Gas Infrastr
Page 71 and 72: 70 Performance Results Hydrocarbon
Page 73 and 74: 72 Performance Results Gazprom, on
Page 75 and 76: 74 Performance Results OAO Mezhregi
Page 77 and 78: 76 Performance Results Major invest
Page 79 and 80: 78 Performance Results European gas
Page 81 and 82: 80 Performance Results In accordanc
Page 83 and 84: 82 Performance Results Oil and gas
Page 85 and 86: 84 Performance Results Sales of ref
Page 87 and 88: 86 Innovations In 2014, the budget
Page 89 and 90: 88 Innovations — produced a techn
Page 91 and 92: 90 Innovations 14 meetings of coord
Page 93 and 94: 92 Environment and Social Responsib
Page 101 and 102: 100 Environment and Social Responsi
Page 111: 110 Corporate Governance OAO Gazpro
Page 115 and 116: 114 Corporate Governance Summary of
Page 117 and 118: 116 Corporate Governance Remunerati
Page 119 and 120: 118 Corporate Governance In additio
Page 121 and 122: 120 Corporate Governance Liability
Page 123 and 124: 122 Corporate Governance Audit Comm
Page 125 and 126: 124 Corporate Governance The intern
Page 127 and 128: 126 Corporate Governance Efficient
Page 129 and 130: 128 Corporate Governance Stock Mark
Page 131 and 132: 130 Corporate Governance Dividend P
Page 133 and 134: 132 Risk Management Gazprom has con
Page 135 and 136: 134 Risk Management Customs, curren
Page 137 and 138: 136 Glossary ADR of OAO Gazprom APG
Page 139 and 140: 138 Corporate Governance Units of M
Page 141 and 142: 140 Additional information List of
Page 143 and 144: 142 Additional information 11. Adde
Page 145 and 146: 144 Additional information 27. Bank
Page 147 and 148: 146 Additional information 45. Adde
Page 149 and 150: 148 Additional information 59. Trad
Page 151 and 152: 150 Additional information 68. Trad
Page 153 and 154: 152 Additional information 84. Cont
Page 155 and 156: 154 Additional information 96. Volu
Page 157 and 158: 156 Additional information Inclusio
Page 159 and 160: 158 Additional information Improvem
Page 161 and 162: 160 Additional information These ef
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162 Addresses and Contact Details F
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www.gazprom.com
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Gazprom-AR2014

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