Gazprom-AR2014

Corporate Governance
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Audit Committee of the Board of Directors
The Board of Directors’ Audit Committee of OAO Gazprom was established by resolution of the
Board of Directors and is composed of its members. The Committee’s purpose is to support
the Board of Directors in supervising the Company’s financial and business operations.
In 2014, the Board of Directors’ Audit Committee of OAO Gazprom consisted of three
members of OAO Gazprom’s Board of Directors: V. A. Musin (the Chairman), F. R. Gazizullin,
and M. L. Sereda.
The Committee is accountable to OAO Gazprom’s Board of Directors, and its powers are set
forth in the Regulation on the Board of Directors’ Audit Committee of OAO Gazprom approved by
Resolution of the Board of Directors of OAO Gazprom No. 2314 dated 25 February 2014.
In accordance with the above Regulation, the Committee’s priorities are to conduct a preliminary
comprehensive review of selected matters reserved to the Board of Directors of OAO Gazprom
and prepare recommendations on resolutions for the Company’s Board of Directors.
The Committee’s exclusive functions are to assess proposed auditors for OAO Gazprom,
review the auditor’s opinion, assess efficiency of internal control procedures and prepare improvement
proposals.
The Board of Directors’ Audit Committee of OAO Gazprom operates in accordance with
a schedule, with its meetings held at least quarterly. During the reporting year, the Board of
Directors’ Audit Committee of OAO Gazprom held five meetings that discussed 14 items including:
— review of a new version of the Regulation on the Internal Control System of OAO Gazprom;
— review of a new version of the Regulation on the Board of Directors’ Audit Committee
of OAO Gazprom;
— amendments to the regulations governing the activities of OAO Gazprom’s internal control
business unit;
— long-term and annual planning of internal control audits;
— development of OAO Gazprom’s Internal audit development concept;
— holding a tender to select an audit firm for annual audits of OAO Gazprom;
— assessment of the audit opinion on OAO Gazprom’s accounting statements;
— ZAO PricewaterhouseCoopers Audit’s information on critical issues of the audits of
OAO Gazprom and its subsidiaries.
In addition, the Board of Directors’ Audit Committee of OAO Gazprom discussed and
approved the 2014 report of the internal audit business unit of OAO Gazprom.
Internal audit business unit of OAO Gazprom
Activities of the internal audit business unit of OAO Gazprom are governed by Russian law, the
Articles of Association of OAO Gazprom, resolutions of the management bodies, Professional
Ethics Code for Internal Auditors (approved by the Board of Directors’ Resolution), Regulation on
the Department (approved by the Board of Directors’ Audit Committee and OAO Gazprom’s
Order), and International Standards for the Professional Practice of Internal Auditing.
The business unit is administratively accountable to the Chairman of OAO Gazprom’s Management
Committee within the Administration of the Management Committee, and functionally
accountable to the Audit Committee of the Board of Directors. Its key priority is to provide
OAO Gazprom’s Audit Committee and management with independent and unbiased assurances
and advice as to the improvement of the Company’s operations. The business unit assists
OAO Gazprom in achieving its goals through a consistent systemic approach to evaluation and
improvement of risk management, control and corporate governance processes.
OAO Gazprom Annual Report 2014