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

HR and Remuneration Committee

The HR and Remuneration Committee is a permanent committee established in 2004 to provide assistance to the Board of Directors in creating favorable conditions to attract highly qualified experts to the Company management and establishing appropriate incentives to ensure their effectiveness.

The Committee is a body of the Board of Directors for preliminary consideration of issues that fall under the Charter of the Company and Regulations on the Board of Directors under responsibility of the Board of Directors in the area of HR policy and remuneration.

The Committee also provides assistance to the Board of Directors of TATNEFT in improving and strengthening HR policy of the Company and providing staff and management with appropriate incentives mechanisms.

MEMBERS OF THE COMMITTEE

Chairman:

René Steiner member of the Board of Directors, independent director. Head of direct private investment programs at FIDES Business Partner AG, member of the Audit Committee of the Board of Directors of TATNEFT

Committee members:

Laslo Gereche member of the Board of Directors, independent director. Managing director at G Petroconsulting Ltd, member of the Audit Committee of the Board of Directors of TATNEFT

Yuriy Lvovich Levin member of the Board of Directors, independent director. Managing partner at BVM Capital Partners Ltd, chairman of the Audit Committee of the Board of Directors of TATNEFT

Rinat Kasimovich Sabirov member of the Board of Directors. Assistant to the president of the Republic of Tatarstan, member of the Committee for Corporate Governance of the Board of Directors of TATNEFT.

There were no changes in the membership of the HR and Remuneration Committee during the corporate year.

PRINCIPAL FUNCTIONS IN TERMS OF REMUNERATION

  • To develop and periodically review the Company policy on remuneration for members of the Board of Directors , executive bodies of the Company, and other key managers, including establishing criteria for the short-term and long-term incentives program for members of the executive bodies.
  • To control the implementation and functioning of the Company remuneration policy and incentives programs.
  • To carry out preliminary assessment of performance of executive bodies of the Company and other key managers as of at the end of the year and assessment whether the executive bodies achieved the goals set out in the incentives program.
  • To establish criteria for early termination of employment agreements with members of executive bodies of the Company and other key managers, including all financial obligations of the Company and conditions of their provision.
  • To develop recommendations to the Board of Directors regarding setting the amount of remuneration and criteria for awarding bonus to the Company’s corporate secretary, to carry out preliminary assessment of the work of the corporate secretary as of the end of the year, and proposals on awarding bonus to him.
  • To prepare report on implementation of the policy on remuneration for members of the Board of Directors, members of executive bodies of the Company, and other key managers to be included in the annual report and other documents of the Company.
  • To supervise disclosure of information about policies and practices of remuneration and ownership of shares of the Company by the members of the Board of Directors, members of executive bodies, and other key managers in the annual report and on the corporate website.

PRINCIPAL FUNCTIONS IN TERMS OF HR (NOMINATIONS)

  • To assess composition of the Board of Directors in terms of professional specialization, experience in independence of its members, their participation in the work.
  • To determine priority areas for strengthening of the Board of Directors.
  • To interact with all groups of shareholders during selection of candidates for the Board of Directors and as regards the election of candidates to the Board of Directors with a view to the fullest possible coverage of goals of the Company.
  • To analyse professional qualifications and independence of candidates nominated to the Board of Directors of the Company.
  • To develop and notify to the shareholders the recommendations regarding voting on candidates for the Board of Directors of the Company.
  • To develop an introductory course for familiarization of newly elected members of the Board of Directors and its chairman with information on the key assets of the Company, its strategy, business practices, and organizational structure (including presentation to key managers), and on responsibilities and procedures of the chairman and members of the Board of Directors.
  • To arrange annual self-assessment and/or external assessment (at least once every 3 years) of the Board of Directors, its members, and its committees in terms of the effectiveness of their work in general and in terms of the individual contribution of each director of the Board of Directors and its committees, to determine priority areas for strengthening of the Board of Directors.
  • To participate in the development and approval of a program of training and advanced skill development for the members of the Board of Directors, taking consideration of areas of responsibility and expertise of individual members, and to supervise implementation of this program.
  • To assess professional qualifications and to plan nominations of the members of executive bodies of the Company and other key managers with a view to ensure development of the Company and safeguarding continuity among these persons.
  • To develop recommendations for the Board of Directors regarding candidates for the post of corporate secretary of the Company.
  • To develop recommendations for the Board of Directors regarding candidate members of executive bodies of the Company and other key managers.
  • To prepare report on the performance of the Committee to be included in the annual report and other documents of the Company.

ACTIVITIES OF HR AND REMUNERATION COMMITTEE IN THE REPORTING YEAR

In 2017, there were 4 meetings of the HR and Remuneration Committee. Principal issues considered:

  • Effective tools of the Company staff incentive system.
  • Staff reserve formation in the Company.
  • Qualification assessment center of PJSC TATNEFT: first results and development prospects.
  • Company staff remuneration at year-end of 2017.