REPORT for 2015 year

4.2. Board of Directors

Members of the Board of Directors

The Board of Directors perform the strategic leadership of the business of Transneft PJSC  and makes resolutions on substantive issue of the Company in accordance by  the competences defined by  the Federal Law dated 26.12.1995 year №208-FZ “On Joint Stock Companies” and the Transneft PJSC Charter. The standard operating procedures of the Board of Directors is governed by the Transneft PJSC Charter and the Regulations on Transneft Board of Directors.

Regulations on Transneft PJSC Board of Directors  was approved by the Annual General Shareholders’ Meeting of Transneft PJSC  on 28.06.2002 year (Minutes № 1), and amended in 2004 year by the General Shareholders’ Meeting of Transneft PJSC  (Minutes №1 dated 2004 year).

The number of members of the Board of Directors is defined in the Transneft PJSC Charter (paragraph 31.1.), and amounts to seven members.

Within the reporting period there was working Transneft Board of Directors, elected by:

  • 1. the Annual General Shareholders’ Meeting pursuant to the Decree of the Federal Agency for State Property Management dated 30.06.2015 year №699-p “On the resolutions of the Annual General Shareholders’ Meeting of the Public Limited Company “Joint Stock Company for Oil Transportation Transneft  comprising as follows:
    • Varnigue Mattias (Chairman);
    • Vyugin Oleg Vyacheslavovich;
    • Grishankov Mikhail Ignatiyevich;
    • Katkalo Valeriy Sergeyevich (Independent Director);
    • Misharin Alexander Sergeyevich;
    • Molodtsov Kirill Valentinovich;
    • Tokarev Nickolay Petrovich.
  • 2. the Annual General Shareholders’ Meeting pursuant to the Decree of the Federal Agency for State Property Management dated 30.06.2015 №541-р “On the resolutions of the Annual General Shareholders’ Meeting of the Public Limited Company “Joint Stock Company for Oil Transportation Transneft  comprising as follows:
    • Varnigue Mattias;
    • Grishankov Mikhail Ignatiyevich  (Independent Director);
    • Katkalo Valeriy Sergeyevich;
    • Klebanov Ilya Iosifovich (Independent Director);
    • Novak Alexander Valentinovich (Chairman);
    • Tokarev Nickolay Petrovich;
    • Chilingarov Arthur Nikolayevich (Independent Director).

Data on members of Transneft PJSC Board of Directors

Varnigue Mattias

Year of birth 1955
Education: higher education
Job titles within recent 5 years: 
2006 – presently working – Managing Director of the Company Nord Stream AG (Switzerland) 
Share in charter capital of the Company: none 
Share of held Company common stock: none

Vyugin Oleg Vyacheslavovich

Year of birth 1952
Education: higher education 
Job titles within recent 5 years:
2009 – presently working -  Chairman of the Board of Directors of “MDM Bank” PLC
Share in charter capital of the Company: none
Share of held Company common stock: none 

Grishankov Mikhail Ignatiyevich

Year of birth 1965
Education: higher education
Job titles within recent 5 years:
2007 – 2011 - State Duma Deputy of the Federal Assembly of the Russian Federation of the V calling
2011 – presently working – First Vice – President of “Gazprombank” (PJSC) 
Share in charter capital of the Company: none 
Share of held Company common stock: none

Katkalo Valeriy Sergeyevich

Year of birth 1964
Education : higher education 
Job titles within recent 5 years:
2009– 2012 – Prorector of the St. Petersburg State University 
2012– 2014 – Director of “Corporate University of Sberbank” ANCO 
2014 – presently working – Rector of “Corporate University of Sberbank” ANCO  CPE 
Share in charter capital of the Company: none 
Share of held Company common stock: none

Klebanov Ilya Iosifovich

Year of birth 1951
Education: higher education 
Job titles within recent 5 years:
2003 – 2011 – Envoy from the President of the Russian Federation in the Northwestern Federal District
2011 – presently working – Chairman of the Board of Directors of “Sovсomflot” PLC  
Share in charter capital of the Company: none 
Share of held Company common stock: none

Misharin Alexander Sergeyevich

Year of birth 1959
Education: higher education 
Job titles within recent 5 years:
2009 – 2012 – Governor of the Sverdlovsk Region
2012 – presently working – First Vice – President of PJSCo "RZD"
2013 – presently working – Director General  of PJSC “High-Speed Rail Lines”
Share in charter capital of the Company: none 
Share of held Company common stock: none

Molodtsov Kirill Valentinovich

Year of birth 1968
Education : higher education 
Job titles within recent 5 years:
2010 – 2012 – Councilor, Deputy Director of “Stockman Development AG” PJSC
2013 – presently working – Vice Minister of Energy of the Russian Federation 
Share in charter capital of the Company: none  
Share of held Company common stock: none

Novak Alexander Valentinovich

Year of birth 1971
Education : higher education 
Job titles within recent 5 years:
2008 –2012 – Vice Minister of Finance of the Russian Federation 
2012 – presently working – Minister of Energy of the Russian Federation
Share in charter capital of the Company: none 
Share of held Company common stock: none

Tokarev Nickolay Petrovich

Year of birth 1950 
Education : higher education 
Job titles within recent 5 years:
2007 – presently working – President, Chairman of Transneft PJSC Board of Directors  
Share in charter capital of the Company: none 
Share of held Company common stock: none

Chilingarov Arthur Nikolayevich

Year of birth 1939
Education : higher education 
Job titles within recent 5 years:
1990 – presently working – President of the Interregional Public Organization “Polar Explorer Association” 
1993 – 2011 – State Duma Deputy of the Federal Assembly of the Russian Federation of the V calling
2011 – 2014 – Member of the Council of the Federation of the Federal Assembly of the Russian Federation
2008 – presently working – Special Representative of the President of the Russian Federation on the international collaboration in the Arctic and Antarctic Regions 
Share in charter capital of the Company: none  
Share of held Company common stock: none


Meetings of the Board of Directors

The Board of Directors approved: 

  • Terms of references for an audit of the implementation of Transneft PJSC long-term development programme  till 2020 year within the  2014 year;
  • The Transneft PJSC Action Plan (Roadmap) on the implementation of the provisions of the Corporate Governance Code;
  • Regulation on the purchasing of goods, works and services of Transneft PJSC  as amended;
  • The amended Transneft PJSC long-term development programme till 2020 year;
  • Regulations on Transneft PJSC  investments increase and operating efficiency reduce;
  • Regulations on internal audit of Transneft PJSC;
  • Regulation on the quality management system of Transneft PJSC;
  • Regulation on the risk management system of Transneft PJSC;
  • Regulations on the development and implementation of Transneft PJSC innovative development programmes;
  • The system of key performance indicators of economic activity of Transneft PJSC;
  • Planned values of key performance indicators of economic activity of Transneft PJSC  in 2016 year;
  • Methods of assessing of implementation of the  key performance indicators of economic activity of Transneft PJSC;
  • Revenues and expenditures budget of the Transneft PJSC and the consolidated revenues and expenditures budget of the Transneft  Group; consolidated cash flow budget of the Transneft  Group.

The Board of Directors also discussed the following issues: 

  • on implementation (execution) of long-term and yearly programmes  and plans of the Company:
  • “Transneft PJSC long-term development programme  till 2020 year” within 2014 year and the first half of 2015 year;
  • “Transneft PJSC Innovative Development Programme  till 2017 year”  within 2014 year;
  • “Transneft PJSC Energy Management Programme from 2012 till 2015 year” within 2014 year;
  • “Plan of measures on reduce of operating costs of Transneft PJSC from 2014 till 2020 years” within 2014 year;
  • “Plan of measures on reduce of capital investments of Transneft PJSC  from 2014 till 2020 years” within 2014 year;
  • “Transneft PJSC technical upgrading and revamping programme of  trunk pipelines facilities from 2014 till 2020 years” within 2014 year;
  • “Programme of localization of production of import products in the territory of the Russian Federation for the main pipeline transport of oil and petroleum products" and focus areas of implementation of the Programme till 2020 year”;
  • “Transneft PJSC group of companies non-core assets disposal programme”;
  • quarterly reports on the results of Transneft PJSC procurement activities;
  • quarterly reports of the Executive Body on the financial and economic performance of Transneft PJSC and Transneft  Group;
  • on execution of the Decrees of the Government of the Russian Federation;
  • on approval of transactions referred to in the Sections Х and XI of the Federal Law “On the Joint Stock Companies”;
  • charity work and sponsorship;
  • questions of procedure concerning the organization of the Board of Directors and Committees of the Board of Directors activity;
  • on approval of projects of internal documents regulating the activities of the Company's management bodies to be submitted for approval by the General Meeting of Shareholders;
  • Regulation on remuneration to the members of Transneft PJSC Board of Directors;
  • Regulation on the Revision Commission of Transneft PJSC;
  • Regulation on remuneration and rewards to the members of Transneft PJSC Board of Directors;
  • miscellaneous issues referring to the competence of the Board of Directors.

Information about resolutions on the most important issues was disclosed by the Company in the form of statements of material facts data, in accordance with the Russian legislation on Stock Market.

 

1 Meeting dates and number of Minutes of the Board of Directors: 30.01.2015 № 1; 12.03.2015 № 2; 27.03.2015 № 3; 30.03.2015 № 4; 31.03.2015 № 5; 15.04.2015 № 6; 16.04.2015 № 7; 20.04.2015 № 8; 23.04.2015 № 9; 27.04.2015 № 10; 28.04.2015 № 11; 30.04.2015 № 12; 15.05.2015 № 13; 21.05.2015 № 14; 27.05.2015 № 15; 28.05.2015 № 16; 09.06.2015 № 17; 16.06.2015 № 18; 25.06.2015 № 19; 26.06.2015 № 20; 30.07.2015 № 21; 31.08.2015 № 22; 18.09.2015 № 23; 29.09.2015 № 24; 30.09.2015 № 25; 28.10.2015 № 26; 02.11.2015 № 27; 16.11.2015 № 28; 27.11.2015 № 29; 27.11.2015 № 30; 18.12.2015 № 31; 23.12.2015 № 32.