Gazprom Neft's governance system is based on compliance with the applicable Russian laws, the Charter and the Company's internal documents as well as the provisions of the Corporate Conduct Code recommended by the Federal Commission for the Securities Market.
The supreme governing body of JSC Gazprom Neft is the General Shareholders Meeting whose functions include elections to the Board of Directors, elections to the Audit Commission, approval of the auditor, approval of the annual report and annual accounting statements, and distribution of profits, including payment (declaration) of dividends. PricewaterhouseCoopers is the Company's current auditor. In addition to an external audit, the Company's financial and economic activities are supervised by the Audit Commission for compliance with applicable laws, the Charter and the Company's internal documents.
The Board of Directors is in charge of the general management of the Company's operations. The primary tasks of the Board of Directors include the following: determine the priority areas of the Company's activities and development strategy in order to increase its capitalisation and improve investment appeal, approve long-term plans and key programme for the Company's operations, determine the asset management philosophy, and provide an efficient system of control over financial and economic performance.
The Audit Committee assists the Board of Directors in supervising the Company's financial and economic activities ; the preparation and presentation of financial and other statements, their completeness and accuracy; the creation and proper operation of internal control and risk management systems; constructive communication with the external auditor, bodies supervising the Company's financial and economic activities as well as the Company's internal audit departments; the Company's compliance with applicable laws and approved internal documents.
The Human Resources Committee provides assistance in issues related to corporate governance, staff policy, and the social sphere.
The executive bodies, a key element of the corporate governance structure, are in charge of the day-to-day management of the Company's operations. They include the General Director (sole executive body) and the Management Board (collective executive body) managing the Company's day-to-day operations in compliance with the approved financial and business plan and ensuring the efficient and timely implementation of resolutions passed by the General Shareholders Meeting and the Board of Directors.
