Gazprom-AR2014

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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