GAZPROM NEFT Company profile Strategic report Performance Technological development Governance system Sustainable development Appendices facilities, participation in public they hold management positions events, and meetings with the key in the Gazprom Group companies, managers. and have the main information on the company business; therefore, The Human Resources they did not have to undergo and Compensation Committee the entire onboarding programme. is monitoring the Programme The new directors were familiarised implementation. with the rules of the Board of Directors work, their rights Throughout 2019, and duties, issued related to paying the Board of Directors members remuneration and compensation, were re-elected twice, and five new and liability insurance. directors were included in it: V. Markelov, S. Kuznets, S. Menshikov, F. Sadygov, and A. Medvedev; The Management Board and the CEO The Management Board and the CEO PJSC Management Board members one of his deputies performs are the Gazprom Neft PJSC executive are set out in the Gazprom Neft PJSC his functions: V. Yakovlev or A. bodies. The company Management by-laws. Cherner. The deputy is elected upon Board is a collective executive body, the recommendation of the Chairman which manages its ongoing business. The company CEO A. Dyukov of the Management Board In accordance with the Gazprom Neft (in December 2006, by a majority of votes of elected PJSC Charter, the Management Board he headed the company Management Board members. is formed by the Board of Directors for the first time, and in December In the absence of the Chairman upon the recommendation 2016 he was re-elected for the next of the Management Board of the company Chief Executive five years) is also the Chairman and his deputies, any Management Officer. The term of the Management of the Management Board, whose Board member may perform Board members office is also functions include organising the functions of the Chairman, determined by the Board of Directors. the Management Board work. in accordance with the Management Requirements for professional In the absence of the Chairman Board decision. qualification of the Gazprom Neft of the Management Board, 156 ANNUAL REPORT 2019 Competencies of the Management Board and the CEO Main issues within the Management Board competency Main issues within the CEO competency The Management Board competency is determined The CEO reports to the Gazprom Neft PJSC Board of Directors by the company Charter. and the General Meeting of Shareholders. The key functions of the Management Board: The CEO manages the company ongoing business, and acts within – to arrange control over implementation the competency established by the Gazprom Neft PJSC Charter. of resolutions of the General Meeting The key issues within the competency: of Shareholders and the company Board – to enter into transactions on behalf of the company and manage of Directors; the company’s assets subject to by-laws governing the transaction – to develop for submission to the company Board handling procedure and interaction with investee entities; of Directors, long-term plans and the most – to approve the stuffing profile of the company, its branch offices important programmes of the company business, and representative offices, determining the form, systems and amount including annual budget and investment of remuneration; programmes, preparation of reports – to approve the company by-laws, which regulate its ongoing business; on performing them, and develop and approve – in coordination with the Board of Directors, to appoint and dismiss current plans for the company business; the CEO deputies, the chief accountant, the head of the legal – to monitor the implementation of long- service, the head of the internal audit (control) subdivision, the head term and short-term plans and programmes of the security service, the head of the subdivision for preparing of the company along with investment, financial, and implementing competitive procurement, and the heads and other projects of the company; of the company branch offices and representative offices; – to prepare and submit to the Board of Directors – to ensure the implementation of resolutions of the General Meeting proposals regarding Gazprom Neft PJSC of Shareholders, the Board of Directors, and the Management participation and termination in other Board of the company, and performance of obligations to the budget organisations (including foreign entities), opening and contractors; and closing branch offices and representative – to make resolutions on participation and termination of the company offices of the company. participation in other entities, if such resolution involves a transaction in the amount not exceeding 0.2% of the company assets book value, determined on the basis of its accounting statements as at the last reporting date, or is connected with the reorganisation or liquidation of an entity with the book value of assets not exceeding ₽1 billion; – to make resolution in accordance with the procedure for transactions, on transactions in the amount not exceeding 0.2% of the company assets book value, determined on the basis of its accounting statements as at the last reporting date. 05 GOVERNANCE SYSTEM 157 GAZPROM NEFT Company profile Strategic report Performance Technological development Governance system Sustainable development Appendices Members of the Management Board as at 31 December 2019 ALEXANDER IGOR DYUKOV ANTONOV Chairman Member of the Management of the Management Board, Board, Deputy CEO Chief Executive Officer for Security Interest in the authorised capital Interest in the authorised (as at 31 December 2019) capital 0.005357244 % (254,003 (as at 31 December 2019) shares) None BIOGRAPHICAL DETAILS BIOGRAPHICAL DETAILS Born in 1967. Born in 1951. Graduated from the Order of Lenin Leningrad Shipbuilding Institute. Graduated from the Leningrad Institute of Aviation Instrumentation. In 2001, Mr. Dyukov received the IMISP MBA degree. 2005–2007 – Vice-President for Security, Sibneft. From 2006 – President. From December 2007 the Deputy CEO for Security, Gazprom Neft PJSC. from December 2007 – Chairman of the Management Board, Chief Executive Officer, Gazprom Neft PJSC. POSITIONS HELD IN OTHER ORGANISATIONS From 2005 – member of the Board of Directors, Chairman of the Board of Directors, Deputy Chairman of the Board of Directors of «SIBUR Holding» PJSC; from 2007 – member of the Supervisory Board of the Union of Oil and Gas Industry Organisations «Russian Gas Society»; from 2008 – member of the Board of Trustees of the Federal State Budget Educational Institution of Higher Education «St Petersburg Mining University»; from 2010 – member of the Board of Directors of SKA Ice Hockey Club CJSC; from 2010 – member of the Board of Trustees of the All-Russian Non- Governmental Organisation «Russian Geographical Society»; from 2012 – member of the Board of Directors of Hockey City LLC; from 2013 – member of the Management Board, member of the Bureau of the Management Board, Chairman of the Committee on Industrial Security, Co-Chairman of the Commission on Oil and Gas Industry of the All-Russian Non- Governmental Organisation «Russian Union of Industrialists and Entrepreneurs»; from 2014 – member of the Presidium of the Football Federation of St Petersburg; from 2014 – member of the Executive Committee, Chairman of the Committee of Football Development Programmes of the Football Union of Russia; from 2014 – member of the Board of Trustees of the Chess Federation of Russia; from 2015 – member of the Board of Trustees of the Foundation for Support of Scientific and Project Activities of Students, Postgraduate Students and Young Scientists “National Intellectual Development”; from 2015 – member of the Board of Trustees of the Federal State Budgetary Educational Institution of Higher Education «Gubkin Russian State University of Oil and Gas (National Research University)»; from 2018 – member of the Board of Trustees of the Lomonosov Moscow State University High School; from 2019 – President of the Football Union of Russia; from 2019 – member of the Presidential Council of the Russian Federation for the Development of Physical Culture and Sport. from 2020 – member of the Governmental Commission on the Use of Information Technologies for Improving Quality of Life and Business Environment. 158 ANNUAL REPORT 2019 ALEXANDER ELENA DYBAL ILYUKHINA Member of the Management Member of the Management Board, Deputy Board, Deputy CEO for Legal CEO for Corporate and Corporate Matters Communications Interest in the authorised Interest in the authorised capital capital (as at 31 December 2019) (as at 31 December 2019) None None BIOGRAPHICAL DETAILS BIOGRAPHICAL DETAILS Born in 1966. Born in 1969. Graduated from the Leningrad Electrotechnical Institute. Graduated from the Ulyanov (Lenin) St Petersburg State From 2007 – member of the Management Board of Gazprom Neft PJSC, Electrotechnical University, the St Petersburg State University. Deputy CEO for Corporate Communications. In 2001, Ms. Ilyukhina got a PhD in Economics. Mr. Dybal is in charge of regional and information policy, internal From 2007 – member of the Management Board of Gazprom Neft PJSC, and marketing communications in the Company. Deputy CEO for Legal and Corporate Affairs. In charge of legal and corporate support of the Company’s activities. POSITIONS HELD IN OTHER ORGANISATIONS From 2015 – member of the Board of Directors of Gazprom-Media; POSITIONS HELD IN OTHER ORGANISATIONS from 2015 – member