Meetings of the
board of directors
Board of Directors
The Board of Directors is the management body that determines the priority areas of the Company’s activities. According to the Zarubezhneft Charter, which was adopted by Directive No. 499-r of the Federal Agency for State Property Management dated June 30, 2018, seven people were elected to the Board of Directors.
Members
With the adoption of a new version of the Zarubezhneft Charter (Directive No. 314-r of the Federal Agency for State Property Management dated August 17, 2020), the number of members of the Board of Directors was increased to eight.
Based on instructions from the Federal Agency for State Property Management, the Company annually submits nominees for candidates to be selected to the Board of Directors. When preparing nominees for independent candidates of the Board of Directors, the Company proceeds from the requirements set out in Сlause 8 (1) of the Regulation on the Management of Federally Owned Shares in Joint-Stock Companies and Exercising the Special Right to Participate in the Management of Joint-Stock Companies (‘Golden Share’), which was adopted by Resolution No. 738 of the Russian Government dated December 3, 2004, as well as the requirements of the Bank of Russia specified in Appendix No. 4 of the Regulation on the Admission of Securities to Organized Trading, which was adopted by the Bank of Russia on February 24, 2016 as No. 534-P.
When preparing nominees for candidates to the Board of Directors, the Company takes into account their experience in strategic research and development, including in the oil and gas industry, experience in the financial sector (including financial analysis and audit), and long-term experience in senior management positions, including in the federal executive authorities.
Remuneration
In 2020, according to Directive No. 337-r of the Federal Agency for State Property Management dated August 27, 2020 “On the Decisions of the Annual General Meeting of Shareholders of Zarubezhneft Joint-Stock Company”, total remuneration paid to four members of the Board of Directors based on the results of the 2019-2020 corporate year amounted to RUB 27,008,743.
Directives of the Russian Government received by the company in 2020
In 2020, the Board of Directors held 12 meetings and adopted resolutions on 65 items. The Board of Directors paid particular attention in 2020 to the implementation of the Directives of the Russian Government.
№ | Number and date of the Directives of the Russian Government | Minutes No. and date of the meeting of the Board of Directors | Item |
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1 | No. 12153p-P13 dated December 25, 2019 | 177 dated February 14, 2020 | Improvements to labor productivity |
2 | No. 12119p-P13 dated December 25, 2019 | 177 dated February 14, 2020 | Assessment of the presence or absence of major investment projects being implemented or projected to be implemented |
3 | No. 2150p-P13 dated March 16, 2020 | 179 dated March 27, 2020 | Adoption of a plan to counteract the negative impact of the coronavirus epidemic, including measures to protect the staff members of publicly owned organizations from the spread of coronavirus and to ensure the sustainability of their work |
4 | No. 2850p-P13kv dated April 2, 2020 | 180 dated April 4, 2020 | Non-application of penalties as well as the possibility of contract extensions and price adjustments in 2020 in the event of violations of obligations by contractors caused by the impact of the novel coronavirus infection |
5 | No. 6739p-P13 dated July 30, 2020 | 182 dated May 29, 2020 | Dividends of Zarubezhneft based on the results of 2019 |
6 | No. 6739p-P13 dated July 30, 2020 | 184 dated August 18, 2020 | Assessment of the implementation of the Company’s long-term development programs and key performance indicators |
7 | No. 6781p-P13 dated July 31, 2020 | 184 dated August 18, 2020 | Procurement activities |
8 | No. 8036p-P13 dated September 1, 2020 | 185 dated | Level of net currency assets |
9 | No. 8591p-P13 dated September 17, 2020 | 186 dated | Election of the Chairman of the Zarubezhneft Board of Directors |
Detailed information about the Company’s implementation of the directives and instructions of the Russian Government and the Russian President and also about the decisions made by the Board of Directors is provided in the section ‘Report on the implementation of the instructions of the Russian President and the Russian Government’.
The Board of Directors adopted the following resolutions within its purview in 2020 to achieve the Company’s strategic goals:
- Approved the updated Innovative Development Program of ZARUBEZHNEFT GROUP for 2020-2024 (with a View to 2030)
- Approved the 2021 Business Plan of ZARUBEZHNEFT GROUP and considered the business plan in the medium term until 2025
- Approved the Report on the Achievement of Target Corporate Key Performance Indicators (KPIs) of Zarubezhneft for 2019 and reviewed reports on the implementation of KPIs in 2020 on a quarterly basis
- Approved the Program on Cost Optimization and Reducing Operating Expenses of ZARUBEZHNEFT GROUP for 2020 and reviewed the report on the implementation of the program in 2019 and 2020 on a quarterly basis
- Approved a new version of the certificate of the corporate KPI ‘Labor Productivity’ and its target value
- Approved new versions of Appendix No. 6 ‘Improvements to Labor Productivity’ and Appendix No. 10 ‘Policy Measures to Ensure the Achievement of the KPIs of the Long-Term Development Program of Zarubezhneft’ to the Company’s Long-Term Development Program
- Reviewed the Report on the Implementation of the Corporate Strategy of Zarubezhneft for 2020 and issued instructions to update the Company’s Corporate Development Strategy in 2021
- Tentatively approved the 2019 Annual Report of Zarubezhneft
- Approved the Report on the Implementation of the Innovative Development Program of Zarubezhneft for 2019
Full list of issues addressed at the meetings of the Board of Directors of the company in 2020
No. | Minutes No. and date of the meeting | Meeting format | Meeting agenda |
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1 | No. 177 dated | In absentia |
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2 | No. 178 dated March 25, 2020 | In person |
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3 | No. 179 dated March 27, 2020 | In absentia |
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4 | No. 180 dated April 22, 2020 | In absentia |
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5 | No. 181 dated May 26, 2020 | In absentia |
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6 | No. 182 dated May 29, 2020 | In absentia |
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7 | No. 183 dated June 25, 2020 | In absentia |
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8 | No. 184 dated August 18, 2020 | In absentia |
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9 | No. 185 dated | In absentia |
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10 | No. 186 dated | In absentia |
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11 | No. 187 dated November 10, 2020 | In absentia |
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12 | No. 188 dated December 24, 2020 | In absentia |
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