Information on the holding of the Board of directors’ meetings

In the year 2018 14 meetings of the Zarubezhneft JSC Board of Directors were held:

Board of Directors’ meeting (date, minutes number, form of holding) Addressed questions Members of the Board of Directors participating in the meeting of the Board of Directors
February 08, 2018
Minutes No. 149/
via teleconferencing
1. On implementation of recommendations on the management of rights for intellectual deliverables at Zarubezhneft JSC.
2. Approval of the Terms of Reference for Performance of an Audit of the Zarubezhneft JSC Long-term Development Program.
3. Report on Sale of Zarubezhneft JSC Non-core Assets in the Q4 2017.
4. Approval of the Action Plan of the Zarubezhneft JSC Board of Directors for 2018.
Arkhipov A.V.
Gladkov A.A.
Kadochnikov P.A.
Kudryashov S.I.
Murov E.A.
Symonyan R.R.
Tikhonov A.V.
February 22, 2018
Minutes No. 150/
via teleconferencing
1. Report on the Implementation of the Program for Improving the Efficiency and Optimizing the Costs of Zarubezhneft Group of Companies for 2017.
2. Approval of the Program for improving the efficiency and optimizing the costs of Zarubezhneft Group of Companies for 2018.
3. Updating the Zarubezhneft JSC Long-term Development Program.
4. 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.
Arkhipov A.V.
Gladkov A.A.
Kadochnikov P.A.
Kudryashov S.I.
Murov E.A.
Symonyan R.R.
Tikhonov A.V.
Friday, March 30, 2018
Minutes No. 151/
via teleconferencing
1. Report on Procuring Activity Findings of Zarubezhneft JSC in Q4 2017.
2. Report on the Implementation of the Audit Plan of Zarubezhneft Group of Companies in 2017.
3. Report on the Zarubezhneft JSC 2017 Performance of the Quality Management System.
4. Report on the Activities Performed on the Implementation of Professional Standards.
5. Updating of the Register of Non-core Assets of Zarubezhneft JSC.
6. Consideration of the Action Plan on the Sale of Zarubezhneft JSC’s Non-core Assets for 2018.
Arkhipov A.V.
Gladkov A.A.
Kadochnikov P.A.
Kudryashov S.I.
Murov E.A.
Symonyan R.R.
Tikhonov A.V.
April 05, 2018
Minutes No. 152/
by personal attendance
1. Report on the Implementation of the Innovation Development Program of Zarubezhneft JSC in 2017.
2. Report on the Status of Zarubezhneft JSC Entering into New Oil and Gas Projects in Foreign Countries and in the territory of the Russian Federation.
Arkhipov A.V.
Gladkov A.A.
Kadochnikov P.A.
Kudryashov S.I.
Murov E.A.
Symonyan R.R.
Tikhonov A.V.
April 27, 2018
Minutes No. 153/
via teleconferencing
1. Concerning Approval of the Report on Comparing the Level of Process Development and the Values of the Key Performance indicators of Zarubezhneft JSC with the Level of Development and Indicators of Leading Counterparts;
2. Concerning consideration of the Reports on the Work of the Zarubezhneft JSC Board of Directors’ Committees for 2017;
3. Concerning consideration of the Report on the Sale of Zarubezhneft JSC Non-core Assets in Q1 2018.
4. Concerning the results of the work of auditors on the audit of Zarubezhneft JSC financial statements as per RAS and consolidated financial statements of Zarubezhneft Group of Companies as per IFRS in 2017.
5. Concerning termination of Zarubezhneft JSC participation in EAST WEST OIL Limited Company.
6. Concerning approval of a new version of Zarubezhneft JSC Procurement policy.
Arkhipov A.V.
Gladkov A.A.
Kadochnikov P.A.
Kudryashov S.I.
Murov E.A.
Symonyan R.R.
Tikhonov A.V.
Tuesday, May 29, 2018
Minutes No. 154/
by personal attendance
1. Concerning the consideratiConcerning of the annual financial statements of Zarubezhneft JSC for 2017.
2. Concerning the consideration of the Inspection Committee findings further to the audit of the financial and economic activities of Zarubezhneft JSC in 2017.
3. Concerning the preliminary approval of the Annual Report of Zarubezhneft JSC for 2017;
4. Concerning the consideration of the Report on the Implementation of the Zarubezhneft JSC Long-term Development Program in 2017.
5. Concerning approval of the Report on the Achievement of Target Values of Zarubezhneft JSC Corporate KPIs in 2017.
6. Concerning the size, form and procedure of payment of annual dividends on Zarubezhneft JSC shares.
7. Concerning recommendations of the Zarubezhneft JSC Board of Directors on the profit distribution issue.
8. Concerning payment of annual remuneration to the General Director of the Company based on the results of achieving corporate KPIs.
Arkhipov A.V.
Gladkov A.A.
Kadochnikov P.A.
Kudryashov S.I.
Murov E.A.
Symonyan R.R.
Tikhonov A.V.
Wednesday, May 30, 2018
Minutes No. 155/
via teleconferencing
1. Concerning consideration of the Report on the Achievement of the Target Values of Zarubezhneft JSC KPIs for 3 Months of 2018.
2. Concerning consideration of the Report on Zarubezhneft JSC Procuring Activity Findings in Q1 2018.
3. Concerning consideration of the Report on the Implementation of the Program for Improving the Efficiency and Optimizing the Costs of Zarubezhneft Group of Companies for Q1 2018.
4. Concerning approval of the new version of the Code of Corporate Conduct of Zarubezhneft JSC.
5. Concerning determining the amount of remuneration for the services of the open tender winner for selection of an auditor to perform an annual mandatory audit of Zarubezhneft JSC.
6. Concerning approval of a new version of the Regulation on annual remuneration to the General Director of Zarubezhneft JSC.
7. Concerning approval of the passport of Challenge Corporate Business Initiative.
8. Concerning innovative development.
Arkhipov A.V.
Gladkov A.A.
Kadochnikov P.A.
Kudryashov S.I.
Murov E.A.
Symonyan R.R.
Tikhonov A.V.
Friday, August 03, 2018
Minutes No. 156/
via teleconferencing
1. Concerning election of the Chairman of the Zarubezhneft JSC Board of Directors.
2. Concerning election of the members of Committees of the Zarubezhneft JSC Board of Directors.
3. Concerning consideration of the Report on the Sale of Zarubezhneft JSC Non-core Assets in Q2 2018.
Gladkov A.A.
Kudryashov S.I.
Murov E. A.
Symonyan R.R.
Sokolov M. Yu.
Tikhonov A.V.
September 21, 2018
Minutes No. 157/
via teleconferencing
1. Concerning consideration of the Report on Zarubezhneft JSC Procuring Activity Findings in Q2 2018.
2. Concerning consideration of the Report on Implementation of the Program for Improving the Efficiency and Optimizing the Costs of Zarubezhneft Group of Companies for the First Half of 2018.
3. Concerning consideration of the Report on the Implementation of Measures under the Zarubezhneft JSC Long-term Development Program in Q1 2018.
4. Concerning consideration of the results of testing the effectiveness of procedures for organizing a risk management and internal control system in the field of anti-corruption management.
5. Concerning consideration of changes to the Audit Plan of Zarubezhneft Group of Companies for 2018.
6. Concerning the liquidation of Zarubezhneft JSC branch in Ashgabat, Turkmenistan.
Gladkov A.A.
Kudryashov S.I.
Murov E. A.
Symonyan R.R.
Sokolov M. Yu.
Tikhonov A.V.
Wednesday, September 26, 2018
Minutes No. 158/
by personal attendance
1. Concerning consideration of the Report on the Results of Implementation of the Zarubezhneft JSC Business Plan in Q1 2018.
2. Concerning consideration of the Report on the Achievement of the Target Values of Zarubezhneft JSC Corporate KPIs as per the 2018 Year-end Forecast, taking into account the actual values of the first half of the year.
3. VNIIneft JSC developing concept.
Gladkov A.A.
Kudryashov S.I.
Murov E. A.
Symonyan R.R.
Sokolov M. Yu.
Tikhonov A.V.
October 3, 2018
Minutes No. 159/
via teleconferencing
1. Concerning consideration of the Report on the Sale of Zarubezhneft JSC Non-core assets in Q3 2018.
2. Concerning consideration of the Report on the Activities Performed on the Implementation of Professional Standards.
3. Concerning approval of the Policy of controlling the rights for intellectual deliverables in Zarubezhneft Group of Companies and the Action Plan for its implementation.
4. Concerning the removal of the Orders on directives No. 8583p-P1 dated November 24, 2017 from control.
5. Concerning approval of a new version of Zarubezhneft JSC Procurement policy.
6. Concerning performing an inventory of rights to intellectual deliverables 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 the cost of rights for them.
Gladkov A.A.
Kudryashov S.I.
Murov E. A.
Symonyan R.R.
Sokolov M. Yu.
Tikhonov A.V.
November 20, 2018
Minutes No. 160/
via teleconferencing
1. Concerning consideration of the Report on the Implementation of the Program for Improving the Efficiency and Optimizing the Costs of Zarubezhneft Group of Companies for 9 Months of 2018.
2. Concerning consideration of the Report on Zarubezhneft JSC Procuring Activity Findings in Q3 2018.
3. Concerning consideration of the Report on the Achievement of Target Values of Zarubezhneft JSC Corporate KPIs as per the 2018 Year-end Forecast, taking into account the actual values for 9 months.
4. Concerning approval of the Audit Plan for Zarubezhneft Group of Companies and the budget of the Internal Audit Department of Zarubezhneft JSC for 2019.
5. Concerning consideration of the Report on the Implementation of measures of the Zarubezhneft JSC Long-term Development Program for 9 months of 2018.
6. Concerning consideration of the new version of the Regulation on Internal Audit at Zarubezhneft JSC.
7. Concerning the annual provision of information to the relevant federal executive bodies and the Government of the Russian Federation on the volume of contracts with defense contractors for the purchase of civilian products for the fuel and energy complex (job execution, service provision) not related to the state defense order.
8. Concerning approval of a new version of Zarubezhneft JSC Procurement policy.
Gladkov A.A.
Kudryashov S.I.
Murov E. A.
Symonyan R.R.
Sokolov M. Yu.
Tikhonov A.V.
December 6, 2018
Minutes No. 161/
via teleconferencing
1. Concerning election of the Chairman of the Zarubezhneft JSC Board of Directors.
2. Concerning election of the members of Committees of the Zarubezhneft JSC Board of Directors.
Gladkov A.A.
Karapetyan K.V.
Kudryashov S.I.
Murov E.A.
Sokolov M.Yu.
Teksler A.L.
Tikhonov A.V
December 20, 2018
Minutes No. 162/
by personal attendance
1. Concerning consideration of the Report on the Implementation of the Zarubezhneft JSC Corporate Strategy in 2018;
2. Concerning approval of the Zarubezhneft JSC 2019 Business Plan.
3. Concerning updating the values of the Zarubezhneft JSC 2019 corporate KPIs;
Gladkov A.A.
Karapetyan K.V.
Kudryashov S.I.
Murov E.A.
Sokolov M.Yu.
Teksler A.L.
Tikhonov A.V.