PJSC Tatneft. Annual report 2017
PJSC Tatneft. Annual report 2017

Board of directors

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The Board of Directors sets the long-term targets for the Company, reviews and approves its key performance indicators and principal business goals, its strategy, and business plans with regard to the Company’s principal areas of operations.

The Board of Directors of TATNEFT carries out overall management of the Company’s activities, determines priority areas and development strategy, policies, including investment, borrowing and asset management, basic principles and approaches to the organization of internal control and risk management of the Company. It is also responsible for managing key risks of the Company affecting the achievement of its strategic goals, makes decisions on key projects and significant transactions, contributes to timely disclosure of complete and reliable information about the Company’s activities.

One of the key functions of the Board of Directors — formation of effective executive bodies and ensuring control over their activities.

  • Board of Directors has the authority to nominate the Executive bodies, terminate their powers, and to provide incentives for Executive bodies.
  • The Board of Directors uses the regular reports of the Executive bodies regarding the implementation of the Strategy and business plans to control the Company’s activities, and also monitors the improvement of the corporate governance system and practices within the Company.
The Board of Directors plays a key role in ensuring that the Company acts in a transparent way, that the information is disclosed in a timely and complete fashion, and the shareholders can easily access documents of the Company. In the reporting year, the the Board of Directors approved new versions of the internal documents of TATNEFT: Information Policy and Rules on Information Provision to shareholders.

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The composition of the Company’s Board of Directors is based on the balance of key knowledge, skills and experience of Board members in the areas of strategic management, corporate management, finance, risk management, accounting and auditing, as well as on the Company’s industry lines sufficient for making weighted and objective decisions in the interests of the Company and shareholders. When nominating members of the Board of Directors and its committees, the criteria and factors of professional qualifications and experience are taken into account, including in the areas of economic, environmental and social issues.

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The company implements comprehensive actions to ensure the effective work of the Board of Directors:

  • Information and technical resources with a secure corporate communication channel for prompt remote delivery of information materials to meetings of the Board of Directors;
  • Software for the possibility of holding meetings of the Board of Directors and Committees of the Board of Directors through videoconferencing;
  • Storing archive of meeting minutes;
  • Ensuring that the members of the Board of Directors familiarize themselves with the internal documentation and operational activities of the Company, including production, economic, environmental and social aspects;
  • Procedures for informing the Board of Directors. The company implements comprehensive actions to ensure the effective work of the Board of Directors.

Powers exercisable by the Board of Directors are determined by the Charter and the Regulations on the Board of Directors and are clearly distinguished from the powers, exercised by the executive management bodies of the Company that manage its daily operations.

14 Members of the Board of Directors are elected on the General Shareholders’ Meeting by cumulative voting (the candidates who obtained the largest number of votes are elected). One member of the Board of Directors is appointed according to a special right. The Company must include the election of members of the Board of Directors into agenda of the annual General Shareholders’ Meeting. Shareholders who collectively own at least two percent of the Company’s voting shares are entitled to submit proposals for candidates for election to the Board of Directors. Such proposals must be submitted to the Company, in accordance with the Charter of TATNEFT, no later than 55 days after the end of the reporting year.

The Company ensures transparent election procedures of the Board of Directors and discloses in advance the information on the current composition of the Board of Directors and on candidates for the Board of Directors.

The Board of Directors composed of 15 members was elected on June 23, 2017, on the annual General Shareholders’ Meeting. The Board of Directors did not undergo any changes in 2017.