Board of directors

The members of the Zarubezhneft JSC Board of Directors were elected by Regulation No. 391-р of the Federal State Property Management Agency, dated June 30, 2017 – Concerning the Decisions of the Zarubezhneft Joint Stock Company Annual General Shareholders’ Meeting.

Prior to the holding of the Annual General Shareholders’ Meeting, the following persons were members of the Company’s Board of Directors in 2017

Full name Information
Alexei Valentinovich Arkhipov Assistant of Deputy Chairman of the Government of the Russian Federation; Born in in 1969; Not a shareholder.
Alexander Alexeyevich Gladkov Director of Oil and Gas Production and Transport Department of Ministry of Energy of the Russian Federation; Born in 1969; Not a shareholder.
Pavel Anatolyevich Kadochnikov Pro-Rector for Research at the All-Russia Academy of Foreign Trade of the Ministry of Economic Development of Russia; Independent director; Born in 1978; Not a shareholder.
Sergey Ivanovich Kudryashov General Director of Zarubezhneft JSC; Born in 1967; Not a shareholder.
Evgeniy Alexeyevich Murov Born in 1945; Not a shareholder.
Rair Rairovich Simonyan Councilor to the Chairman of the Management board of Inter RAO UES PJSC Born in 1947 Not a shareholder.
Anatoliy Vladimirovich Tikhonov General Director FSBI Russian Energy Agency at the Ministry of Energy of the Russian Federation Born in 1969 Not a shareholder.

As per the decision of the Zarubezhneft JSC Board of Directors dated August 21, 2017, (Minutes of Meeting No. 141), Evgeniy Alexeyevich Murov was elected Chairman of the Zarubezhneft JSC Board of Directors.

The following members of the Board of Directors were elected by the order of the Federal State Property Management Agency No. 499-р, dated June 30, 2018 – Concerning the Decisions of the Zarubezhneft Joint Stock Company Annual General Shareholders’ Meeting:

Full name Information
Alexander Alexeyevich Gladkov Director of Oil and Gas Production and Transport Department of Ministry of Energy of the Russian Federation; Born in 1969; Not a shareholder.
Karen Vilgelmovich Karapetyan Born in 1963 Not a shareholder.
Sergey Ivanovich Kudryashov General Director of Zarubezhneft JSC; Born in 1967; Not a shareholder.
Maxim Yurievich Sokolov General Director of LSR Group PJSC Born in 1968 Not a shareholder.
Evgeniy Alexeyevich Murov Born in 1945; Not a shareholder.
Alexei Leonodovich Teksler First Deputy Minister of Energy of the Russian Federation Born in 1973 Not a shareholder.
Anatoliy Vladimirovich Tikhonov General Director FSBI Russian Energy Agency at the Ministry of Energy of the Russian Federation Born in 1969 Not a shareholder.

As per the decision of the Zarubezhneft JSC Board of Directors dated December 6, 2018, (Minutes of Meeting No. 161), Evgeniy Alexeyevich Murov was elected Chairman of the Zarubezhneft JSC Board of Directors.

Regulations on the Zarubezhneft JSC Board of Directors were approved by the resolution of the extraordinary general meeting of Zarubezhneft JSC’s shareholders (by Decree of the Federal State Property Management Agency No. 2253-p, dated October 12, 2005).

As per the Orders of the Federal Property Management Agency, the Company annually sends proposals to nominees to the Zarubezhneft JSC Board of Directors. When preparing proposals on candidates to independent members of the Board of Directors, the Company proceeds from the requirements specified in paragraph 8 (1) of the Regulation – Concerning the Management of Federally Owned Shares of Joint Stock Companies and the Use of a Special Right to the Russian Federation Participating in the Management of Joint Stock Companies (Golden Share), approved by the Decree of the Government of the Russian Federation No. 738, dated December 3, 2004, and the Bank of Russia, specified in Appendix No. 4 of the Regulation on the Admission of Securities to On-exchange Trading, approved by the Bank of Russia dated February 24, 2016 No. 534-P.

The Regulation on remuneration of members of the Zarubezhneft JSC Board of Directors was approved by the Decree of the Federal Property Management Agency No. 243-p dated May 18, 2017. As per the Regulation, the remuneration of members of the Board of Directors depends on the achievement of target values of key performance indicators by the Company determined taking into account the methodological recommendations of federal executive bodies and aimed at implementing the strategic goals of Zarubezhneft JSC.

In 2018, the total amount of payments to remuneration of 4 members of the Zarubezhneft JSC Board of Directors based on the work results in 2017-2018, as per the decree of the Federal Property Management Agency No. 499-r dated June 30, 2018 – Concerning the Decisions of the Annual General Shareholders’ Meeting of the Zarubezhneft Joint Stock Company, amounted to RUB 38,600 thousand, including the remuneration of E.Murov – RUB 10,000 thousand, Kadochnikov P.A. – RUB 9,600 thousand, Simonyan R.R. – RUB 9,600 thousand, Tikhonov A.V. – RUB 9,400 thousand.

In 2017, 14 meetings of the Company’s Board of Directors were held, at which 78 issues were considered, including 10 issues as per directives of the Government of the Russian Federation and Orders of the Federal Property Management Agency, received by the Company in 2018.

Ser. No. Number and Date of Government Directives/ Orders of the Federal Property Management Agency Number and date of the Minutes of the Board of Directors’ meeting Topics
1 No. 9177p-P13 dated December 12, 2017 No. 149 dated February 8, 2018 On implementation of recommendations on the management of intellectual deliverables rights
2 Orders of the Government of the Russian Federation dated December 26, 2017 No. ISH-P 13 -8690 No. 150 dated February 22, 2018 On making changes in the statutory documents providing for the possibility of creating all-Russian industry specific fitness and sports societies and corporate fitness and sports societies.
3 No. 2302p-P13 dated March 26, 2018 No. 153 dated April 27, 2018 On termination of Zarubezhneft JSC participation in EAST WEST OIL Limited Company (hereinafter referred to as EWOL).
4 No. 3262p-P13 dated April 27, 2018 No. 155 dated May 30, 2018 On innovative development.
5 No. 3396p-P13 dated May 4, 2018 No. 154 dated May 29, 2018 On the size, form and procedure of payment of annual dividends on Zarubezhneft JSC shares.
6 No. 7050p-P13 dated August 30, 2018 No. 159 dated October 3, 2018 On performing an inventory of rights to intellectual deliverables rights with a view to subsequent organization of measures on providing the identified results owned by the joint-stock company by rights, with legal protection, entry the rights for them in the books as intangible assets for subsequent introduction into economic circulation and, if necessary, on estimating their cost.
7 No. 5277p-P13 dated July 12, 2018 No. 156 dated August 3, 2018 On election of the Zarubezhneft JSC Board Chairman.
8 No. 7923p-P13 dated September 26, 2018 No. 160 dated November 20, 2018 On submission of the annual reporting on purchasing civilian products for the Fuel & Energy Complex from defense contractors.
9 No. 9633p-P13 dated November 26, 2018 No. 161 dated December 6, 2018 On election of the Zarubezhneft JSC Board Chairman.
10 No. 10068p-PП13 dated December 6, 2018 No. 163 dated January 28, 2019 On transition of Zarubezhneft JSC to the prior use of domestic software.

In 2018, in the framework of measures on updating the Long-term Company’s Development Program, the Board of Directors, taking into account the recommendations based on results of the Long-term Development Program audit, the applications Nos. 2, 3, 5, 6, 7, 9, 10 were updated related to the activities of the Group of Companies in a sphere of innovations, development of the need for labor resources, implementation of a program on increasing the labor productivity, measures on increasing the efficiency and transparency of Zarubezhneft JSC activities, reduction of operating expenses, implementation of program activities for both the achievement of the KPIs of the Long-term Development Programs.

The detailed information on Company’s implementation of the directives issued by the Government of the Russian Federation and the Orders of the President and the Government of the Russian Federation is given in the section – Report on the Execution of Orders Issued by the President of the Russian Federation and the Government of the Russian Federation.

Also, at the meetings of the Board of Directors, the following issues were considered, among others, aimed at the implementation of strategic goals of the Company’s activities:

  • On approval of the Report on the Achievement of 2017 Target Values of Zarubezhneft JSC Corporate KPIs;
  • Preliminary approval of the Annual Report of Zarubezhneft JSC for 2017;
  • On approval of the Report on the Implementation of the Zarubezhneft JSC 2017 Innovation Development Program;
  • On approval of target values of Zarubezhneft JSC KPIs for 2019;
  • Report on the Implementation of Zarubezhneft JSC 2018 Corporate Strategy;
  • On approval of the Zarubezhneft JSC 2018 Business Plan.

The full list of issues considered at the meetings of the Company’s Board of Directors in 2018 is given in the Appendix.