Management Bodies

THE GENERAL SHAREHOLDERS MEETING is the highest management body. It is responsible for the most important corporate issues, such as the approval of annual reports and annual accounting (financial) statements, distribution of profits, and amendments to the Articles of Association. The General Shareholders Meeting elects the Board of Directors in accordance with the Articles of Association.

In 2014, one Annual General Shareholders Meeting and one Extraordinary General Shareholders Meeting were convened.

THE BOARD OF DIRECTORS exercises strategic and general management of the Company's business. The Board of Directors is responsible for determining the Company's development priorities, establishing the main operational directions of the business. The Board of Directors supervises and ensures the efficient operation of the Company's executive bodies. For a list of the members of the Board of Directors, their biographies and specific skills, as well as the number of meetings at which each member was present, refer to Gazprom Neft’s Annual Report 2014.Board members have all the necessary skills and experience to meet these challenges. The performance of the Board of Directors, taking into account its actual contribution to the Company's results, is evaluated on an annual basis.

In accordance with the Gazprom Neft Articles of Association adopted by the Extraordinary General Shareholders Meeting on 12 November 2013, 13 people must be elected to the Board of Directors. The Board of Directors of Gazprom Neft comprises members of the Gazprom Management Committee and two independent directors. Twelve of the 13 directors on the Board are non-executive directors. The Board of Directors is headed by the Chairman of Gazprom’s Management Committee, Alexey Miller.

In 2014, the Board of Directors convened 65 meetings, which addressed a number of important sustainable development issues. The Board approved the Company's Investment Programme and Cost Optimization Programme for 2015, considered the results of the 2013 Innovation Development Programme, approved a new version of the Dividend Policy Regulations, and recommended compensation for members of the Board of Directors and the Audit Commission on the basis of performance in 2013. The Board of Directors is constantly involved in setting social and environmental policy and covering social investment issues, including the sponsorship of sports clubs in the regions where Gazprom Neft operates: St. Petersburg’s Zenit FC and SKA Ice Hockey Club, and Omsk’s Avangard Ice Hockey Club.

THE MANAGEMENT BOARD is  collegial executive body that manages the Company's ongoing operations. As of 31 December 2014, For a list of the members of the Management Board, their biographies and specific skills, refer to Gazprom Neft’s Annual Report 2014.the Management Board of Gazprom Neft consisted of 10 members..

THE CHIEF EXECUTIVE OFFICER is  a sole executive who also acts as the Chairman of the Management Board. The Company's Chief Executive Officer is Alexander Dyukov.

The Gazprom Neft Articles of Association and the Regulations regarding the CEO and the Management Board govern the functioning of the executive bodies. The CEO and the Management Board are accountable to the Board of Directors and the General Shareholders Meeting.

THE INTERNAL AUDIT DEPARTMENT supervises the Company's financial and business activities. The Department’s functions include conducting internal audits, organizing an integrated risk management system, and implementing fraud prevention measures. The Internal Audit Department coordinates its work with an external auditor at all stages of the audit cycle.

THE AUDIT COMMISSION is a supervisory body that exercises control over the Company's financial and business activities. It is elected by the General Shareholders Meeting. The Audit Commission is responsible for inspecting and reviewing the Company's financial situation, ensuring the functioning of internal control and risk management systems, and verifying the legality of business operations.

THE EXTERNAL AUDITOR  is the supervisory body that conducts the annual audit of financial statements in accordance with Russian Accounting Standards (RAS) and International Financial Reporting Standards (IFRS). The auditor is approved by the General Shareholders Meeting at the suggestion of the Company's Board of Directors.

The Company implements mechanisms to avoid possible conflicts of interest in Gazprom Neft’s evaluation of its business in accordance with ISO 26000, carried out in 2013, showed that the Company's understanding of the principles of sustainable development and social responsibility comply with this international standard in terms of terminology and general principles at the level of both corporate management documents and documents formalizing relationships with key stakeholders.its highest management bodies.

COMMITTEES OF THE BOARD OF DIRECTORS

Committees are elected by the Board of Directors and act in accordance with the Articles of Association and internal regulations.

Audit Committee

The Audit Committee assists the Board of Directors in exercising control over the Company's financial and business activities by evaluating the effectiveness of internal control systems. The Audit Committee also monitors the risk management system.

Human Resources and Compensation Committee

The Human Resources and Compensation Committee is responsible for the preliminary analysis and preparation of recommendations for the Board of Directors on human resource policies and compensation for members of the management bodies and the Audit Commission.