Committees of the board of directors
For a proper review of the resolutions adopted by the Board of Directors, the items submitted for consideration by the Board of Directors are preliminarily reviewed at meetings of the relevant Committees.
The Zarubezhneft Board of Directors has three Committees:
- Strategic Planning Committee
- Audit Committee
- HR and Remuneration Committee
Strategic Planning Committee
According to the Regulation on the Strategic Planning Committee, its purview, among other things, includes:
- Identifying priority areas, strategic objectives, and basic principles for the Company’s strategic development
- Reviewing long-term development programs and reports on their implementation
- Reviewing reports on the implementation of the Company’s strategy and the preparation of recommendations for its adjustment
- Preparing recommendations on the establishment of branches and opening of representative offices
- Preparing recommendations on the approval of the Company’s KPIs and their target values
- Reviewing reports on the Company’s achievement of the target KPIs
- Preparing recommendations on strategic documentation concerning innovative development
In 2020, the Strategic Planning Committee held 11 meetings.
Based on the meetings held in 2020, the Strategic Planning Committee made recommendations to the Company’s Board of Directors on the following items:
- Approval of the updated Innovative Development Program of Zarubezhneft
- Review of the Report on the Implementation of Zarubezhneft’s Corporate Strategy for 2020
- Approval of the Report on the Achievement of Target KPIs for 2019 and the review of quarterly reports on the achievement of KPIs in 2020
- Approval of the updated certificate of the corporate KPI ‘Labor productivity’ and its target value
- Approval of Appendix No. 6 ‘Improvements to Labor Productivity at Zarubezhneft’ 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
- Implementation by the Company of the Long-Term Development Program based on the results of the review of the Report on the Implementation of the Long-Term Development Program and the external auditor’s opinion on the audit findings of the implementation of the Long-Term Development Program in 2019
- Approval of Zarubezhneft’s Business Plan for 2021
- Approval of the Efficiency Improvement and Cost Optimization Program for 2020 and the review of reports on its implementation for 2019 and quarterly reports in 2020
- Approval of the Registry of Regulatory Legal Acts (RLA) and the RLA Implementation Plan for 2020
The Committee also reviewed the Regulation on the Long-Term Development Program and Assessment of the Fulfillment of KPIs of Zarubezhneft and recommended it be approved by the Board of Directors.
No. | Meeting/ Meeting format | Date of the meeting | Meeting agenda |
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1 | Meeting of the Strategic Planning Committee/ | February 6, 2020 |
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2 | Joint meeting of the Strategic Planning Committee and the HR and Remuneration Committee/ | February 7, 2020 |
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3 | Meeting of the Strategic Planning Committee/ | March 20, 2020 |
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4 | Meeting of the Strategic Planning Committee/ | April 27, 2020 |
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5 | Joint meeting of the Strategic Planning Committee and the HR and Remuneration Committee/ | May 14, 2020 |
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6 | Meeting of the Strategic Planning Committee/ | May 22, 2020 |
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7 | Joint meeting of the Strategic Planning Committee and the HR and Remuneration Committee/ | June 10, 2020 |
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8 | Meeting of the Strategic Planning Committee/ | November 6, 2020 |
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9 | Joint meeting of the Strategic Planning Committee and the HR and Remuneration Committee/ | November 6, 2020 |
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10 | Joint meeting of the Strategic Planning Committee and the HR and Remuneration Committee/ | December 18, 2020 |
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11 | Meeting of the Strategic Planning Committee/ | December 21, 2020 |
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Audit Committee
According to the Regulation on the Audit Committee, its purview, among other things, includes:
- Reviewing the annual report and financial statements
- Reviewing the results of the achievement of target financial indicators and the reasons for deviations
- Reviewing the organization of the risk management system
- Reviewing the procedures used to select an auditor
- Reviewing the plans and performance of the Company’s Internal Audit Service
- Reviewing the performance of the external auditor
In 2020, the Audit Committee held four meetings due to the restrictive measures in response to COVID-19.
Based on the meetings, the Audit Committee made recommendations on the following items:
- Approval of ZARUBEZHNEFT GROUP’s Audit Plan and the budget of the Internal Audit Department of Zarubezhneft for 2021
- Amount of remuneration to members of the Board of Directors and the Revision Commission and payment of remuneration to the General Director
- Approval of a new version of the Regulation on Charitable and Sponsorship Activities
Moreover, the Audit Committee meetings reviewed the Audit Plans of the Company’s RAS accounting (financial) statements and the consolidated IFRS financial statements, the results of an assessment of the quality of interaction between Zarubezhneft and external auditors as well as a report on the external independent assessment of the maturity level of ZARUBEZHNEFT GROUP’s risk management system.
The Audit Committee also reviewed the results of the processing of the most significant messages received via the security hotline as part of the implementation of Methodological Recommendations on the Organization of the Work of the Boards of Directors of Publicly Owned Joint-Stock Companies (approved by Order No. 357 of the Federal Agency for State Property Management dated November 21, 2013) and the implementation of the best corporate governance practices at Zarubezhneft.
№ | Meeting/ Meeting format | Date of the meeting | Meeting agenda |
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1 | Meeting of the Audit Committee | March 16, 2020 |
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2 | Joint meeting of the HR and Remuneration Committee and the Audit Committee/ | May 20, 2020 |
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3 | Meeting of the Audit Committee | October 26, 2020 |
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4 | Meeting of the Audit Committee | December 4, 2020 |
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HR and Remuneration Committee
According to the Regulation on the HR and Remuneration Committee of the Board of Directors, its purview, among other things, includes:
- Preparing recommendations on staff policy issues and the motivation of the Company’s employees
- Supervising the introduction and implementation of the Company’s remuneration policy and various incentive programs
- Preparing recommendations on the amount of remuneration for members of the Board of Directors and the Company’s senior executives
- Improving the Company’s KPI system
- Reviewing reports on the Company’s achievement of target KPIs
In 2020, the HR and Remuneration Committee held eight meetings, each of which was attended by all the elected HR and Remuneration Committee members.
Based on the Committee meetings, the Board of Directors was given recommendations on the following issues that determine the remuneration system for the Company’s senior executives, the Board of Directors, and the Revision Commission:
- Approval of the Report on the Achievement of Target Corporate KPIs of Zarubezhneft for 2019
- Review of quarterly reports on the implementation of corporate KPIs for 2020
- Payment of remuneration to the General Director
- Amount of remuneration for members of the Board of Directors and the Revision Commission
The HR and Remuneration Committee has also recommended that the Board of Directors approved the updated certificate of the corporate KPI ‘Labor Productivity’ and the Regulation on the Long-Term Development Program and Assessment of the Fulfillment of the KPIs of Zarubezhneft.
№ | Meeting/ Meeting format | Date of the meeting | Meeting agenda |
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1 | Joint meeting of the Strategic Planning Committee and the HR and Remuneration Committee/ | February 7, 2020 |
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2 | Meeting of the HR and Remuneration Committee | March 11, 2020 |
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3 | Joint meeting of the Strategic Planning Committee and the HR and Remuneration Committee/ | May 14, 2020 |
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4 | Joint meeting of the HR and Remuneration Committee and the Audit Committee/ | May 20, 2020 |
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5 | Joint meeting of the Strategic Planning Committee and the HR and Remuneration Committee/ | June 10, 2020 |
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6 | Joint meeting of the Strategic Planning Committee and the HR and Remuneration Committee/ | November 6, 2020 |
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7 | Meeting of the HR and Remuneration Committee | December 7, 2020 |
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8 | Joint meeting of the Strategic Planning Committee and the HR and Remuneration Committee/ | |
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