ENERGY FOR PEOPLE - JSC Gazprom Neft

CORPORATEGOVERNANCEEnergy for lifeENERGY FOR PEOPLETwo committees were formed within JSC Gazprom Neft’s Boardof Directors: the Audit Committee and the Human Resources andRemuneration Committee, both of them operating on the basis ofinternal Regulations approved by the Company’s Board of DirectorsInformation onChanges in theMembership of theBoard of Directors inthe Reporting YearFrom the beginning of 2009 to theannual General Shareholders’ Meetingof JSC Gazprom Neft conducted onJune 22, 2009 the Board of Directors ofthe Company was composed of:AAMiller Alexei Borisovich(Chairman of the Board of Directors)AAGolubev Valery AlexandrovichAADubik Nikolai NikolaevichAADyukov Alexander ValerievichAAClaudio DescalciAAKruglov Andrei VyacheslavovichAAMarco AlveraAAPavlova Olga PetrovnaAAPodyuk Vasily GrigorievichAASeleznev Kyrill GennadievichNo other changes were made in themembership of the Board of Directors.Committees of theBoard of DirectorsMaximum effect of the Board ofDirectors’ activities in the majorfunctional directions (audit, internalcontrol, financial statements, promotionand remuneration, etc) is achievedthrough the creation and systemicoperation of formalized structures –committees of the Board of Directors,set up for the purpose of preliminaryand in-depth study of issues fallingwithin the competence of the Board ofDirectors.The Board of Directors of JSC GazpromNeft has set up two committees: theAudit Committee and the HumanResources and RemunerationCommittee, acting in compliance withthe internal Regulations, approved bythe Company’s Board of Directors.Over the reporting period the Companyhas reviewed the Regulations definingthe activity of both committeesand further elaborated the scopeof competence of each committeein accordance with the corporategovernance policy of the Company andthe existing practice of operation.The Audit Committee fulfills the followingtasks:AAInforming the members of the Boardof the Directors objectively andindependently of the financial andeconomic state of the Company ;AAEvaluating the efficiency of theCompany’s internal control and riskmanagement systems, includingthe mechanisms of control overpreparation and presentation offinancial and other statements, theircompleteness and fairness;AAAnalyzing the effectiveness of theCompany’s internal and externalAudit;AAEnsuring constructive communicationwith the external auditor, bodiessupervising the financial andeconomic activities of the Company;internal audit units of the Company.During 2009 the Audit Committee hasdone the following:AAPreliminary review of the AnnualReport draft;AAAnalysis of the JSC Gazprom Neft2008 annual financial statements;AAAssessed external auditor’s reportconcerning JSC Gazprom Neft’s2008 annual financial statements;AARecommended an external auditorfor approval by the GeneralShareholders’ Meeting for 2009;AAMade recommendations concerningthe fee for the approved externalauditor of the Company;AAMade recommendations concerningthe allocation of the Companyprofit, based on the results of theCompany’s activity in 2008;AARecommended a part of net profit tobe allocated to dividend payout;AAReviewed revised Audit Committeeof the Board of DirectorsRegulations.Over the reporting period the AuditCommittee has also fulfilled thefollowing:AAAnalyzed the issues concerning theCompany’s participation in otherorganizations;AAReviewed a number of transactionsrelating to borrowing by JSCGazprom Neft and acting as suretyfor third party;AAMade proposals concerning theschedule of the Board of Directors.Due to the considerable increase offinancial and economic issues requiringapproval of the Board of Directors, theCompany intends to follow through withthe policy of active involvement of theAudit Committee.As of December 31, 2009 the AuditCommittee was composed as follows:AAKruglov Andrey Vyacheslavovich(Chairman of the Committee)AAPavlova Olga PetrovnaAADubik Nikolay Nikolayevich.100