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

Composition of the Board of Directors

MINNIKHANOV Rustam Nurgaliyevich
Chairman of the Board of Directors

Nonexecutive Director

MAGANOV Nail Ulfatovich

General Director (CEO) of TATNEFT

Member of the Board of Directors of TATNEFT

Chairman of the Executive Board of TATNEFT

The chairman of the Corporate Governance Committee of the Board of Directors of TATNEFT

Executive Director

LEVIN Yuriy Lvovich

Member of the Board of Directors of TATNEFT

Chairman of the Audit Committee of the Board of Directors of TATNEFT

Member of the HR and Remuneration Committee of the Board of Directors of TATNEFT

Independent Director

GERECHE Laslo

Member of the Board of Directors of TATNEFT

Member of the Audit Committee of the Board of Directors of TATNEFT

Member of the HR and Remuneration Committee of the Board of Directors of TATNEFT

Independent Director.

STEINER Rene Frederic

Member of the Board of Directors of TATNEFT

Member of the Audit Committee of the Board of Directors of TATNEFT

Chairman of the HR and Remuneration Committee of the Board of Directors of TATNEFT

Independent Director

GAYZATULLIN Radik Raufovich

Member of the Board of Directors of TATNEFT

Member of the Audit Committee of the Board of Directors of TATNEFT

Nonexecutive director

SOROKIN Valeriy Yuryevich

Member of the Board of Directors of TATNEFT

Nonexecutive Director

KHAMAYEV Azat Kiyamovich

Member of the Board of Directors of TATNEFT

Nonexecutive Director

SABIROV Rinat Kasimovich

Member of the Board of Directors of TATNEFT

Member of the Corporate Governance Committee of the Board of Directors of TATNEFT

Member of the HR and Remuneration Committee of the Board of Directors of TATNEFT

Nonexecutive Director

KHALIMOV Rustam Khamisovich

Member of the Board of Directors of TATNEFT

First Deputy General Director for Exploration and Production of Oil and Gas of TATNEFT

Executive director

IBRAGIMOV Nail Gabdulbariyevich

Member of the Board of Directors of TATNEFT

First Deputy General Director for Production – Chief Engineer of TATNEFT

Member of the Management Board of TATNEFT

Executive director

KHISAMOV Rais Salikhovich

Member of the Board of Directors of TATNEFT

Deputy General Director – Chief Geologist of TATNEFT

Executive Director

MUSLIMOV Renat Khaliullovich

Member of the Board of Directors of TATNEFT

Nonexecutive Director

TAKHAUTDINOV Shafagat Fakhrazovich

Member of the Board of Directors of TATNEFT

Adviser to the Chairman of the Board of Directors of TATNEFT

Nonexecutive Director

NURMUKHAMETOV Rafail Saitovich

Member of the Board of Directors of TATNEFT

Head of Oil and Gas Production Department of Leninogorskneft of TATNEFT

Executive Director

CHAIRMAN OF THE BOARD OF DIRECTORS

The Chairman of the Board of Directors is elected and carries out its activities in accordance with the Charter, the Regulations on the Board of Directors, and the Code of Corporate Governance.

At the first meeting of the Board of Directors of TATNEFT of the annual General Shareholders’ Meeting on June 23, 2017, R. N. Minnikhanov was elected Chairman of the Board of Directors unanimously by all members of the Board of Directors, as the most respected member of the Board of Directors with highest level of professionalism and knowledge, and significant background in top-management positions, and an impeccable business and personal reputation.

The Chairman of the Board of Directors is a nonexecutive director.

The Chairman of the Board of Directors is not a member of any committees of the Board of Directors.

Principal responsibilities of the Chairman of the Board of Directors

  • Managing operations of the Board of Directors
  • Making proposals on the distribution of tasks among the members of the Board of Directors and Committees of the Board of Directors
  • Providing an open discussion of the agenda and ensuring that all positions of the members of the Board of Directors are taken into consideration
  • Identifying the key issues to be considered by the Board of Directors and selecting the optimal form of meeting to discuss them
  • Representing of the Board of Directors in relations with shareholders, management, and other stakeholders
The Chairman of the Board of Directors should also create positive atmosphere of the discussion and meetings in command, and is also responsible for implementing of decisions taken by the Board of Directors.

DURATION OF WORK ON THE BOARD OF DIRECTORS

TERM IN THE BOARD OF DIRECTORS AS OF DECEMBER 31, 2017

The members of the Board of Directors of TATNEFT have background in strategic management and competencies sufficient to make informed and objective decisions in the interests of the Company and shareholders.

All members of the Board of Directors have long-term background in the Company, high professional reputation and, in exercising of their powers, interact with the topmanagement of the Company, its main business departments, and the registrar, and the auditor.

DURATION OF WORK ON THE BOARD OF DIRECTORS
Members of the Board of Directors number of years year of election
Minnikhanov Rustam Nurgaliyevich 21 1997
Muslimov Renat Khaliullovich 21 1997
Takhautdinov Shafagat Fakhrazovich 21 1997
Khisamov Rais Salikhovich 20 1998
Ibragimov Nail Gabdulbariyevich 18 2000
Maganov Nail Ulfatovich 17 2001
Gayzatullin Radik Raufovich 17 2001
Sabirov Rinat Kasimovich 13 2005
Sorokin Valeriy Yuryevich 13 2005
Khamayev Azat Kiyamovich 9 2009
Steiner Rene Frederic 5 2013
Gereche Laslo 3 2015
Levin Yuriy Lvovich 3 2015
Khalimov Rustam Khamisovich 3 2015
Nurmukhametov Rafail Saitovich 2 2016

BALANCED COMPOSITION OF THE BOARD OF DIRECTORS

The composition of the Board of Directors is balanced by the participation of independent, nonexecutive, and executive directors. The participation of 3 independent directors ensures objectiveness while considering various matters, and independent judgment of these directors contributes to the effectiveness of the Board of Directors. Participation of 5 executive directors in the Board of Directors ensures deep integration between the Board of Directors and executive bodies.

Participation in the Board of Directors of three independent and seven nonexecutive directors ensures balance between interests of different groups of shareholders. It contributes to objectiveness of the decisions, raises confidence in the Company of investors, shareholders, and other stakeholders.

The Board of Directors makes an assessment of compliance with independence criteria for independent members of the Board of Directors. Results of a said assessment showed a breach of one criterion of independence by Yu. L. Levin, member of the Board of Directors. The breach resulted from financial operations representing the short-term placement of the Company’s funds in PJSC Ak Bars Bank, where Yu. L. Levin is also member of the Board of Directors (interest in a significant counterparty). Having considered all aspects, the Board of Directors expressed the opinion that interest of Yu. L. Levin in a significant counterparty (PJSC Ak Bars Bank) is of formal nature; at the same time, Yu. L. Levin has excellent professional competence and background as well as personal responsibility, all that ensures objective character of his decisions, free from influence of other persons and fully compliant with the interests of TATNEFT and its shareholders. Having regard to that the Board of Directors passed unanimous resolution to approve Yu. L. Levin as independent director in the Board of Directors of TATNEFT for the current corporate year (Resolution of the Board of Directors of June 23, 2017).

INDEPENDENT DIRECTORS 3

Laslo Gereche, Yu. L. Levin, René Frederic Steiner

NONEXECUTIVE DIRECTORS 7

R. N. Minnikhanov, R. R. Gayzatullin, R. Kh. Muslimov, R. K. Sabirov, V. Yu. Sorokin, Sh. F. Takhautdinov, А. К. Khamayev

EXECUTIVE DIRECTORS 5

N. U. Maganov, N. G. Ibragimov, R. Kh. Khalimov, R. S. Khisamov, R. S. Nurmukhametov