FY 2012 - Investor Relations - NIS

Anatoly Moyseyevich ChernerNikola Martinović -Danica Drašković -Stanislav Vladimirovich Seksnya -Slobodan Milosavljevic -Wolfgant RuttenstorferMembership in Board of Directors or Supervisory Boards of othercompanies• JSC NGK «Slavneft»• JSC «Gazprom Neft-ONPZ»• JSC «Slavneft-JANOS »• JSC «Gazprom Neft –MNPZ»• C.J.S.C. «Gazprom Neft-Аero»• C.J.S.C. «St. Petersburg’s international commodities and resourcesexchange»• FLLC «GazpromNeft-Belnefteprodukt »• LTD «Gazprom Neft –SM»• LTD «Gazprom Neft Marin Bunker»• LTD «Gazprom Neft – Logistics»• JSC «Mozirski NPZ»• «CA Immobilien» AG, Vienna, Chairman of the Supervisory Board• «Vienna Insurance Group» AG, Vienna, Chairman of the SupervisoryBoard• «Telekom Austria» AG, Vienna, member of the Supervisory Board• «Flughafen Wien» AG, Vienna, member of the Supervisory Board• «RHI» AG, Vienna, member of the Supervisory BoardTotal reimbursements paid to members of Board of Directors (net), in RSDCEO 19,941,710Other BoD members 28,557,781Activities of Board of DirectorsBy 25/06/2012 there were 3 regular and 16 correspondencesessions of the Board of Directors. Apartfrom regular activities on analysis of the NIS BusinessReport, Financial Reports and Consolidated FinancialReports for 2011, and the adoption of periodical (quarterly)reports in 2012, Board of Directors devoted specialattention to establishment of new subsidiaries in theRepublic of Serbia, and matters on internal organizationand business expansion to other countries in the regionin accordance with NIS strategy.The Board of Directors considered the "Base OilsProduction" project; made a decision to restructure OilfieldServices and Scientific and Technological Centreand establish subsidiaries 100%-owned by NIS j.s.c.Novi Sad; made a decision to shut down the branch officein the Russian Federation and open a NIS branchoffice in Croatia; approved NIS participation in Wind farmConstruction Project in the Republic of Serbia; approvedpurchase of 100% share of OMV BH d.o.o.In order to reach the planned Company objectivesand assess the Company performance and quality ofCorporate Governance, the Board of Directors analysedits activities and the activities of its committees; and preparedthe Report for the IV Regular NIS Shareholders'Assembly. Key performance indicators of the CEO andtop management in 2011 were analysed, and the keyperformance indicators for the CEO and top managementwere set for 2012. The Board of Directors also analysedthe Staff Development System for top managementpositions, NIS Candidate Pool, and nominations forNIS representatives in NIS subsidiaries' bodies.Apart from this, other significant activities of theBoard of Directors included harmonization of Articles ofAssociation with the new Companies Law; schedulingthe IV Regular NIS Shareholders' Assembly and confirmationof decisions proposed by the Assembly; adoptionof the new Rulebook on Board Activities, re-electionof the Board of Directors Chairman and the CEO of theCompany; analysis of the NIS Corporate Code and the2013 Business Plan.In 2012 Board of Directors made 90 decisions, monitoredvia periodical reports.Supervisory Board (until 25/06/2012)Until harmonization of the Company Statute andbodies with the Companies Law at the IV RegularNIS j.s.c. Novi Sad Shareholders' Assembly held on25/06/2012, the Board of Directors was an internal supervisorybody responsible for control of financial andaccounting activities, as well as for monitoring laws andother regulations, and reporting on these matters to theShareholders' Assembly. Members of the SupervisoryBoard reported to the Shareholders' Assembly. The SupervisoryBoard reported to the Shareholders' Assemblyon the competence and independence of the NIS Auditorand on the agreements entered into by NIS with relatedparties and with the members of the Board of Directors.The Supervisory Board communicated with the Board ofDirectors and the Auditor on the accuracy and completenessof financial reports; proposed profit sharing andother shareholders' liabilities; accuracy and completenessof financial and other reports to the shareholders;harmonization of the organization and activities with theCorporate Governance Code; suitability of NIS businesspolicy and its harmonization with the legislation; activitiesregarding remarks by shareholders', NIS bodies andothers; appointment and salary of the Auditor.Until 25/06/2012, the Supervisory Board includedthe following persons, appointed by the III Annual Shareholders'Assembly, held on 21 June 2011:• Milivoje Cvetanović (chairman),• Božo Stanišić (member),• Maxim Victorovich Shakhov (member)Activities of the Supervisory BoardFrom 01/01 to 25/206/2012 the Supervisory Boardheld 6 regular sessions.In the area of its competence, in 2012 the SupervisoryBoard analysed the 2011 Inventory Report on Assetsand Liabilities, 2011 Business Report, financial reportsand Consolidated Financial Reports for 2011 and Q12012. Apart from this, the Supervisory Board activitiesincluded analysis of Report by Independent Auditor onaudit of financial and consolidated financial reports for2011; analysis of Decision of Profit Sharing and CoveringLosses for 2011, and the decision to shut down theNIS branch office in the Russian Federation. Additionally,the Supervisory Board monitored the activities and auditprocedures for audit of financial reports; evaluated auditor'sservices and the audit of 2011 financial reports, inconnection with which the Supervisory Board preparedits report for the IV Regular Shareholders' Assembly.The Supervisory Board made 20 decisions from01/01/ to 25/06/2012.44 • Corporate Bodies Annual report 2012Annual report 2012Corporate Bodies • 45