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

Report on the work of the Board of Directors

ISSUES AND DECISIONS CONSIDERED AND TAKEN BY THE BOARD OF DIRECTORS

During 2017, the Board of Directors was considering issues related to the implementing and updating strategy and business planning, increasing production efficiency, asset management, corporate governance, internal audit, and disclosure of information.

Key decisions and issues of the Board of Directors considered in 2017

CORPORATE GOVERNANCE
  • Decisions made in preparation for the annual General Shareholders’ Meeting on the results of 2016 and the extraordinary General Shareholders’ Meeting of December 12, 2017.
  • Decisions made on the composition of the Committees of the Board of Directors for the 2017 corporate year.
  • The candidacy for the position of Corporate Secretary of TATNEFT was approved.
  • New versions of the Corporate Governance Code of the Company, Regulations on Information Policy, and Regulations on Providing Information to Shareholders were approved.
  • The report on compliance with the principles of the Corporate Governance Code was considered.
  • The results of self-assessment of the work of the Board of Directors of TATNEFT were considered.
  • The work of the internal audit department was considered.
  • The principal areas of work of the Audit Committee of the Board of Directors of TATNEFT were considered.
  • Activities of subsidiaries and affiliated companies were considered.
STRATEGY, OPERATONS, FINANCE
  • The montioring report regarding performance of the key objectives of the Strategy of the TATNEFT Group 2025 was considered.
  • Issues regarding sale of oil and oil and gas products under unstable prices in world markets were considered.
  • The results of exploration operation in the licensed fields of the Company, oil production plans and geological and technical measures for 2018, the Company’s Work Program for 2017 for the Domanik and Bitum testing sites, and matters regarding implementation of the project for development of the SVO fields were considered.
  • The Company’s IT strategy and the strategy of the energy complex of the TATNEFT Group were considered.
  • Issues of the Company’s oil refining and petrochemical unit operations were considered.
  • Implementation of the investment program for the TATNEFT Group was considered.
  • The financial and economic performance of TATNEFT for 2016 and the IFRS consolidated financial statements of the Company for 2016 were considered.
  • The issues of the distribution of profits and loss of the Company based on the 2016 performance, on the amount of dividends for 2016 and the procedure for their payment, and the determination of dividends for the first 9 months of 2017 were considered.
  • Decision making on transactions in which there is an interest.
  • Decision making on property assets.
  • The results of the small business support corporate program were considered.
  • Issues of the development of the Higher Oil School of the Almetyevsk State Petroleum Institute were considered.
NUMBER OF MEETINGS HELD
NUMBER OF ISSUES CONSIDERED
STRUCTURE OF SIGNIFICANT ISSUES CONSIDERED BY THE BOARD OF DIRECTORS IN 2017

In 2017, there were 17 meetings of the Board of Directors, including 13 in-person and 4 absentee meetings. A total of 82 issues were considered; the overwhelming number of them at in-person meetings. Issues considered at in-person meetings related to corporate governance, the Company’s strategy, approval of interested-party transactions, decision making in preparation for the annual and extraordinary General Shareholders’ Meeting of the Company, and production issues.

The Company has mechanisms in place to provide the members of the Board of Directors with information, the scope and timing allow to make informed and objective decisions on the agenda issuesю.
PARTICIPATION OF THE MEMBERS OF THE BOARD OF DIRECTORS IN THE MEETINGS OF THE BOARD OF DIRECTORS
MEMBERS OF THE BOARD OF DIRECTORS JAN 26 FEB 22 FEB 27 absentee voting MAR 20 APR 27 MAY 17 absentee voting MAY 26 absentee voting MAY 27 JUN 23 JUN 23 JUL 21 AUG 24 SEP 28 OCT 26 OCT 6 absentee voting NOV 30 DEC 22 TOTAL
R. N. Minnikhanov 15/17
N. U. Maganov 14/17
N. G. Ibragimov 12/17
Yu. L. Levin 15/17
R. R. Gayzatullin 15/17
Laslo Gereche 17/17
R. Kh. Muslimov 16/17
R. K. Sabirov 16/17
V. Yu. Sorokin 15/17
R. S. Nurmukhametov 15/17
Sh. F. Takhautdinov 13/17
А. К. Khamayev 15/17
R. S. Khisamov 17/17
R. Kh. Khalimov 17/17
R. F. Shtainer 16/17