Corporate management
A general shareholders’ meeting, the Board of Directors, and individual executive body form the management bodies of the Company.
The terms of reference for the Company’s management bodies are determined by the Federal Law “On Joint Stock Companies” and the Company’s Charter.
THE ORGANIZATION OF THE MANAGEMENT BODIES
A general shareholders’ meeting is the supreme management body of the Company.
The Board of Directors carries out the general management of the Company’s activities and has the right to make decisions on any matters concerning the Company’s activities except those, which the Company’s Charter limits to the terms of reference for the general shareholders’ meeting. The members of the Board of Directors are elected by the annual general shareholders’ meeting in the order stipulated by the Company’s Charter for a term lasting till the next annual general shareholders’ meeting. The members of the Board of Directors can be re-elected an unlimited number of times.
Pursuant to the Company’s Charter, the Company has no collegiate executive body.
Director General is the individual executive body of the Company and manages the Company’s current activities in the order and within the terms of reference determined by the Company’s Charter as well as in accordance with resolutions of the Board of Directors and the general shareholders’ meeting. The Company’s Board of Directors appoints Director General of the Company for a five-year period.
At expiration of Director General’s term of office, the Board of Directors can appoint this person for the same period an unlimited number of times. Director General reports to the Board of Directors and the Company’s general meeting of shareholders.
The powers of the Company’s management bodies are determined by the Company’s Charter.
THE TERMS OF REFERENCE FOR THE COMPANY’S GENERAL SHAREHOLDERS’ MEETING
The terms of reference for the Company’s general shareholders’ meeting, as determined by its Charter:
The terms of reference for the general shareholders’ meeting include the following issues (the resolutions on these issues are adopted if shareholders who own more than 50% of the Company’s voting shares and take part in the general shareholders’ meeting have voted for it, except as otherwise provided by the Company’s Charter):
1. to amend the Company’s Charter or to approve the Company’s Charter in a new wording excluding cases stipulated by the Federal Law “On Joint Stock Companies” and the Company’s Charter;
2. to decrease the charter capital through reduction of par value of shares, acquisition of a portion of shares by the Company to reduce their total amount or to redeem partly paid-in shares and through redemption of shares acquired or bought back by the Company;
3. to approve the Company’s annual reports and annual accounting statements, including profit and loss statements (profit and loss accounts) of the Company and its profit and loss distribution;
4. to adopt a resolution to pay annual dividends, to approve the dividend size and the form of its payment on shares of each category (type). Such resolution is adopted on the Board of Directors’ recommendation. The annual dividend size can not exceed the size recommended by the Board of Directors;
5. to elect members to the Company’s Auditing Committee and to terminate their powers ahead of schedule, to approve the Company’s Auditing Committee Provisions;
6. to adopt resolutions to restructure the Company;
7. to adopt resolutions to liquidate the Company, to appoint the liquidation commission and approve interim and final liquidation balance sheets;
8. to determine the number of members of the Company’s Board of Directors, to elect members to the Board of Directors and terminate their powers ahead of schedule;
9. to determine the amount of declared shares, their par value, their category (type) and rights granted by these shares;
10. to approve the Company’s auditor;
11. to determine the procedure of a general shareholders’ meeting;
12. to establish the counting commission;
13. to determine the procedure following which the Company provides information (materials) subject to presentation to shareholders while preparing for a general shareholders’ meeting, including choice of a press agency in case of publication;
14. share split and share consolidation;
15. to adopt resolutions on the Company’s approval of interested party transactions in accordance with the Federal Law “On Joint Stock Companies”;
16. to adopt resolutions on the Company’s approval of major transactions in accordance with the Federal Law “On Joint Stock Companies”, Article 79, Item 3.
17. to increase the Company’s charter capital through placement of additional ordinary shares through public subscription if the quantity of the ordinary shares to be additionally placed exceeds 25% of the ordinary shares previously placed;
18. to increase the Company’s charter capital through placement of additional shares through private subscription;
19. to place issue-grade securities convertible into shares through private subscription. To place through public subscription convertible issue-grade securities which can be converted into ordinary shares exceeding 25% of the ordinary shares previously placed;
20. to increase the Company’s charter capital through increase in par value of shares;
21. to pass a resolution to participate in holding companies, financial and industrial groups, associations and other unions of business;
22. to approve internal documents governing the activities of the Company’s bodies;
23. other issues provided for by the law of the Russian Federation currently in force. Issues within the terms of reference for the general shareholders’ meeting cannot be delegated to the Board of Directors and Director General of the Company.
THE TERMS OF REFERENCE FOR THE COMPANY’S BOARD OF DIRECTORS
The terms of reference for the Board of Directors, as determined by its Charter, include the following issues:
1. to submit issues stipulated by the Company’s Charter to a general shareholders’ meeting for adopting a resolution;
2. to recommend the size of dividends to be paid to shareholders and the procedure for dividend payment;
3. to determine priority lines of the Company’s activity;
4. to convene annual and extraordinary general shareholders’ meetings of the Company;
5. to approve the agenda for general shareholders’ meetings;
6. to determine the date for making up the list of persons having the right to participate in a general shareholders’ meeting as well as the date, venue and time of a general shareholders’ meeting, informing shareholders of holding a meeting, of the list of materials (information) to be presented to shareholders while preparing for a general shareholders’ meeting, of the form and text of a ballot paper;
7. to preliminarily approve annual reports, balance sheets, profit and loss accounts of the Company;
8. to increase the Company’s charter capital through placement by the Company of:
- additional ordinary shares through public subscription within the quantity and the category (type) of declared shares if the quantity of the ordinary shares to be placed additionally amounts to 25% or less of the ordinary shares placed earlier by the Company;
- additional preferred shares through public subscription;
- additional shares at the expense of the Company’s property;
9. to approve reports on results of issues and purchases of the Company’s shares by the Company;
10. to amend the Company’s Charter after an increase in its charter capital resulting from an increase in the par value of shares;
11. to amend the Company’s Charter after an increase in its charter capital resulting from the placement of additional shares;
12. to place by the Company of:
- bonds and other issue-grade securities convertible into shares if the mentioned bonds (other issue-grade securities) are placed through public subscription and can be converted into the Company’s ordinary shares amounting to 25% or less of the ordinary shares placed earlier;
- bonds and other issue-grade securities if they are not convertible into the Company’s shares under the subscription terms;
13. to determine the market value of the Company’s property;
14. to purchase and buy back shares, bonds and other securities placed by the Company in cases stipulated by the Company’s Charter;
15. to dispose of shares purchased and bought back by the Company and of shares which came to the disposal of the Company due to the fact that their buyers have not fulfilled their payment obligations;
16. to elect the Chairman of the Board of Directors and the Deputy Chairman of the Board of Directors out of the members of the Board of Directors;
17. to appoint the Director General of the Company, to determine the size of bonuses and compensations paid to him;
18. to recommend the size of bonuses and compensations paid to the members of the Company’s Auditing Committee and to determine the amount of auditor’s service payment;
19. to determine ways of application of the Company’s reserve, purpose-oriented and other funds;
20. to approve the Company’s internal documents excluding those internal documents which, in conformity with the Federal Law “On Joint Stock Companies”, are to be approved by a general shareholders’ meeting, and other internal documents of the Company which, according to the Company’s Charter, are to be approved by the Director General;
21. to establish branches and to open representative offices of the Company;
22. to amend the Company’s Charter because of newly established branches and representative offices and their liquidation;
23. to adopt resolutions on the Company’s approval of major transactions in accordance with the Federal Law “On Joint Stock Companies”;
24. to adopt resolutions on the Company’s approval of interested party transactions in accordance with the Federal Law “On Joint Stock Companies”;
25. to approve the Company’s registrar, to approve and to cancel
an agreement with the Company’s registrar;
26. other issues, as provided by the law of the Russian Federation.
THE TERMS OF REFERENCE FOR THE COMPANY’S EXECUTIVE BODIES
Director General is the individual executive body of the Company, as determined by its Charter.
The terms of reference for Director General of the Company include
the following:
- to implement resolutions of a general shareholders’ meeting and the Company’s Board of Directors;
- to issue orders, instructions, decrees, directions and other acts concerning
the Company’s activities, which all the Company’s employees are required to follow;
- to take all necessary actions to exercise legal powers to possess, use and dispose of the Company’s property, including conclusion of contracts on acquisition and alienation of the Company’s property, loan, credit, and other agreements on behalf of the Company and in accordance with the law of the Russian Federation currently in force and the Company’s Charter;
- to act on behalf of the Company in relations with any Russian or foreign legal and natural persons, to sign contracts and agreements in the Russian Federation and abroad, to carry out other transactions on behalf of the Company including signing contracts on acquisition of property accounting for up to 25% of the book value of the Company’s assets as per the Company’s accounting statements as of the last reporting date, to employ the Company’s reserve, purpose-oriented and other funds in compliance with the directions of the Company’s Board of Directors, to give letters of attorney to carry out transactions, to open settlement accounts and other accounts with banks and other organizations and institutions;
- to deal with issues concerning investments in the development of enterprises and organizations;
- to approve and change the Company’s structure, to establish and abolish the Company’s structural units, to approve the provisions on the Company’s structural units;
- to approve the manning table, office expenses estimates, amount and type of compensation for the Company’s employees as well as Internal Labor Regulations and job descriptions for all categories of the Company’s employees;
- to employ, appoint, dismiss, and discharge the Company’s employees, heads of structural units, to determine their salaries and bonuses as well as incentives for and sanctions against them, to pass resolutions on their material responsibility, to sign employment agreements (contracts) with employees on behalf of the Company;
- to take decisions on the social development of the Company and its subsidiaries;
- on behalf of the Company, to pass resolutions to raise claims and take legal actions against legal and natural persons both in the Russian Federation and abroad, as determined by the legislation.
The Director General of the Company also has the right to pass resolutions on management of any current activities of the Company and its subsidiaries, which do not pertain to the terms of reference for the general shareholders’ meeting and the Company’s Board of Directors. The Director General passes resolutions on issues within his/her terms of reference independently.
For a period of his/her absence and under any other circumstances, the Director General has the right to appoint any of the Company’s officials as an acting Director General.
MEMBERS OF THE BOARD OF DIRECTORS
The members of the Board of Directors were elected on June 25, 2010 at the annual general shareholders’ meeting of OJSC “Surgutneftegas”:
ANANIEV Sergei Alekseevich
Year of birth: 1959
Position: Deputy Director General - Drilling Division Head, OJSC “Surgutneftegas”
BOGDANOV Vladimir Leonidovich
Year of birth: 1951
Position: Director General, OJSC “Surgutneftegas”
BULANOV Aleksandr Nikolaevich
Year of birth: 1959
Position: Chief Engineer – First Deputy Director General, OJSC “Surgutneftegas”
GORBUNOV Igor Nikolaevich
Year of birth: 1967
Position: Head of Oil and Gas Production Division “Bystrinskneft”, OJSC “Surgutneftegas”
DRUCHININ Vladislav Egorovich
Year of birth: 1943
Position: no positions in OJSC “Surgutneftegas”
EROKHIN Vladimir Petrovich – the Chairman of the Board of Directors
Year of birth: 1949
Position: no positions in OJSC “Surgutneftegas”
MATVEEV Nikolai Ivanovich
Year of birth: 1942
Position: no positions in OJSC “Surgutneftegas”
MEDVEDEV Nikolai Yakovlevich
Year of birth: 1943
Position: no positions in OJSC “Surgutneftegas”
REZYAPOV Alexander Filippovich
Year of birth: 1952
Position: Deputy Director General on Capital Construction, OJSC “Surgutneftegas”
EXECUTIVE MANAGEMENT BODIES
Pursuant to the Company’s Charter, the Company has no collegiate executive body. Director General is the individual executive body of the Company.
BOGDANOV Vladimir Leonidovich
Year of birth: 1951
Position: Director General, OJSC “Surgutneftegas”
