Corporate governance

Gazprom Neft’s corporate governance is underpinned by sustainability and the mission to enhance the shareholder value in the long term. To achieve that, the company is focused on responsible engagement and building trust-based relations with its employees, suppliers, customers, and local communities.

Corporate governance principles
  • Effective mechanisms to protect shareholder rights
  • Protecting the rights of all stakeholders, including employees
  • Strong business ethics
  • Preventing corruption both within the company and when dealing with third parties
  • High level of social responsibility
  • Strategic management of the company’s business and effective oversight of the company’s executive bodies by the Board of Directors
  • Timely and full disclosure of accurate information
  • Reasonable and fair approach to management by executive bodies, development of an effective risk management and internal control system to provide assurance regarding the achievement of the company’s objectives
  • No misuse of insider information

Gazprom Neft has a Corporate Governance Code in place which aims at building good communications between governance bodies and shareholders, ensuring the company’s stable, long-term development and growing shareholder and investor confidence. In December 2020, the Corporate Governance Code was revised to include new provisions on shareholder engagement, disclosure of information about the performance of governance and control bodies, and insider information.

The company’s corporate governance framework encompasses all key elements typical of public companies with established governance structures and is fully aligned with applicable legal requirements and the Listing Rules of Moscow Exchange.

Gazprom Neft PJSC is the Corporate Centre of the Gazprom Neft Group. As at 31 December 2020, the corporate structure of Gazprom Neft comprised 152 legal entities in Russia and abroad.

FOCUS AREAS:
  • establish and monitor the risk management (including ESG risks) and internal control system;
  • annual review of sustainability reports by the Board of Directors;
  • increase the level of integration of the ESG agenda into the company’s activities and the quality of compliance with respective practices;
  • integrate ESG factors into the company’s long-term strategy.

The main element of the company’s high-level corporate governance is its highly competent and effective Board of Directors.

The Board of Directors determines the key principles and approaches to HSE matters, HR management, regional policy, risk management and internal control, and oversees Gazprom Neft’s executive bodies.

There are two Board committees, the Audit Committee and the Human Resources and Compensation Committee. The Audit Committee facilitates the Board’s involvement in overseeing the company’s financial and business operations by assessin the effectiveness of internal controls and monitoring the risk management and internal control system. The Human Resources and Compensation Committee reviews HR matters, executive succession planning and remuneration to members of the company’s governance bodies.

Sustainability management structure