ENERGY FOR PEOPLE - JSC Gazprom Neft

CORPORATEGOVERNANCEEnergy for lifeENERGY FOR PEOPLEMEMBERSHIP OF THEBOARD OF DIRECTORSThe Chairman and members of the Boardof Directors did not hold Company sharesduring the reporting year. Members of theBoard of Directors did not enter into anytransactions for the purchase or sale ofCompany shares in the reporting year.In 2009 no suit was brought against themembers of the Board of Directors.Being in charge of strategic planning of theCompany’s operations the Board of Directorsis a key element of top level corporategovernance, which explains a high degreeof attention paid to its activities by theshareholders and investment community,independent experts and analysts, andCompany’s managers.The Board of Directors of JSC GazpromNeft consists of 10 members with a verywide scope of professional knowledgeand experience, which ensures a fullfledgedcomprehensive analysis ofthe issues submitted for the Board ofDirectors’ consideration.Activities of the Board of Directorsare aimed at strategic developmentof the Company with the purpose ofraising its capitalization and investmentattractiveness in the long term, andmaximizing the income upon shares,that complies with the interests of theCompany’s shareholders.In accordance with the structure of JSCGazprom Neft’s shareholders’ equityof which more than 95% is held byJSC Gazprom, representatives of themajor shareholder of the Company aremembers of the Board of Directors.In addition, the Board of Directorscomprises the executive managementof the Company represented byits Director General. This ensuresa balance of influence in the Boardof Directors and objective supply andassessment of information during itsactivities. The Company is compliantwith the regulations of the currentlegislation regarding the ratio ofexecutive and non-executive directors inthe Board of Directors.The right of shareholders to freely electmembers of the Board of Directors isprovided for by the Policy of forming theCompany’s Board of Directors due to:AAmaximum transparency of the Boardof Directors’ election procedure;AAobligatory cumulative voting whenelecting members of the Board ofDirectors that allows to take intoaccount views of all shareholders,including the owners of small stocksof the Company’s shares;AAproviding all the information on thecurrent Board of Directors, includingnames, biographies, informationmembership in boards of directorsor positions in other legal entities,the amount of participation in theCompany’s stock capital, the datesof election to the Board of Directors,direct and indirect connections withthe Company, its management, familymembers of the founders, majorshareholders, and other stakeholders,the services provided to the Company(aside from membership in the Boardof Directors) and other significantinformation;AAproviding information aboutcandidates to the Board of Directorsin a timely manner on the Company’sofficial website, including the Englishversion of it;AAgiving the shareholders an opportunityto nominate candidates for theCompany’s governance bodies within2 months (this term is longer thanrequired by the law);AAinforming shareholders about votingprocedures (by verbal explanationof the procedure (when organizinga meeting with joint participation);Miller Alexei Borisovich(Chairman of the Board of Directors)Born in 1962 in Leningrad, graduated fromN. A. Voznesenskiy Leningrad Finance andEconomics Institute.Positions held over the past five years:Since 2005 – Chairman of the ManagementBoard, JSC Gazprom,since 2005 – Deputy Chairman of the Boardof Directors, JSC Gazprom.publishing explanation on the backside of the voting ballot);AAannouncing resolutions made at theGeneral Shareholders’ Meeting andthe results of voting at the GeneralShareholders’ Meeting;AApublishing resolutions of the GeneralShareholders’ Meeting (protocols)basing on the results of the meetingon the Company’s official website;AAon-going communication with Supportservices for institutional shareholderson proxy voting at generalshareholders' meetings.96