Management Board and CEO

The structure of Gazprom Neft’s executive bodies is set out in the Charter and includes the Management Board and the CEO. The Company’s Management Board is a collegial executive body responsible for the day-to-day management of the Company’s operations. Under Gazprom Neft’s Charter, the Board of Directors establishes the Management Board as proposed by the CEO. The Board of Directors by its resolution also sets the term of office of the Management Board. Qualification requirements for the Management Board members are specified in Gazprom Neft’s by-laws.

Alexander Dyukov, the Company’s CEO (appointed in December 2006 and re-elected for his second five-year tenure in December 2016), is also the Chairman of the Management Board responsible for organising the work of the Management Board. In the absence of the Management Board’s Chairman, one of his two deputies acts as the Chairman: Vadim Yakovlev (First Deputy) and Anatoly Cherner. The Deputies are elected as proposed by the Chairman of the Management Board by a majority vote of elected Management Board members. If the Chairman and his deputies are absent, any member of the Management Board may be appointed to act as Chairman by resolution of the Management Board.

Scope of authority of the Management Board and the CEO
Key functions of the Management Board Key functions of the CEO
The scope of authority of the Management Board is defined by the Charter. Key functions of the Management Board:
  • to provide oversight over how resolutions of the General Meeting of Shareholders and the Board of Directors are implemented;
  • to develop forward-looking plans and major programmes of Gazprom Neft, including the annual budget and investment programmes, prepare relevant status reports, and develop and approve current plans of the Company’s operations;
  • to monitor the implementation of forward-looking and current plans and programmes along with investment, financial and other projects;
  • to prepare and submit to the Board of Directors proposals regarding Gazprom Neft participation or termination of participation in other organisations (including foreign ones), formation or dissolution of the Company’s branches or representative offices
The CEO reports to the Board of Directors and the General Meeting of Shareholders. The CEO manages day-to-day operations of the Company and acts as per the scope of authority set forth by the Charter of Gazprom Neft.
Key functions:
  • to enter into transactions on the Company’s behalf and manage the Company’s assets subject to by-laws governing the transaction handling procedure and interaction with investee entities;
  • to approve the staffing profile of the Company, its branches and representative offices, determine the form, system, and amount of remuneration;
  • to approve by-laws of the Company governing its day-to-day operations;
  • subject to approval by the Board of Directors, to appoint and dismiss Deputy CEOs, Chief Accountant, head of legal function, head of internal audit, head of security, head of competitive procurement, and heads of branches and representative offices;
  • to ensure the implementation of resolutions of the General Meeting of Shareholders, Board of Directors, and Management Board, and discharge of obligations to the state budget and counterparties;
  • to make resolutions on the Company’s participation or termination of participation in other organisations, where such resolution will result in a transaction of up to 0.2% of the book value of the Company’s assets according to its latest accounting statements or where it is associated with the reorganisation or winding-up of any organisation with a book value of up to ₽ 1 bn;
  • to make resolutions on the procedure for handling transactions of up to 0.2% of the book value of the Company’s assets according to its latest accounting statements.

Composition of the Management Board

No claims were filed against the CEO or members of the Management Board in 2018

In the reporting year, neither the Chairman nor members of the Management Board made any transactions involving acquisition or disposal of the Company’s shares.

Report on performance of the Management Board in 2018

The Management Board meets on a regular basis, with the makeup of items on the agenda depending on the resolutions adopted by the General Meeting of Shareholders and the Board of Directors proposals submitted by the Company’s CEO and members of the Management Board. The Management Board’s work plan is developed based on the suggestions coming from the heads of Gazprom Neft’s business units.

In 2018, the Management Board held 21 meetings, including eight meetings held in person. The meetings focused on the key aspects of the Management Board’s ongoing operations. In particular, the Management Board:
  • took note of the Group’s 2017 progress on implementation of Gazprom Neft’s Investment Programme, Budget (financial plan) and Financial Borrowings Programme for 2017;
  • reviewed the Company’s business plans for 2019–2021 and production divisions’ performance in 2017;
  • took note of the preliminary results of Gazprom Neft’s Investment Programme and Business Plan in 2018, and reviewed the Group’s consolidated Business Plan for 2019–2021;
  • considered changes to the organisational model for managing resource base development projects;
  • approved decisions to acquire interests/shares in other companies;
  • considered disposal of a share in the authorised capital of Gazpromneft-Vostok;
  • approved Gazprom Neft’s Development Strategy to 2030;
  • approved target KPIs for Gazprom Neft’s Performance Contract in 2019;
  • approved an updated version of Gazprom Neft’s key risk register.

Attendance at meetings of the Management Board in 2018
Full name Number of meetings attended by the Management Board member Total number of meetings the Management Board member was eligible to attend
Alexander Dyukov Chairman of the Management Board 21 21
Igor Antonov 18 21
Vladislav Baryshnikov 19 21
Alexander Dybal 19 21
Elena Ilyukhina 17 21
Kirill Kravchenko 19 21
Andrey Patrushev 20 21
Anatoly Cherner 20 21
Vadim Yakovlev 21 21
Alexei Yankevich 21 21

Agenda items reviewed by the Management Board in 2018, by area
Source: Company data