REPORT for 2015 year

4.9. Representation of the fundamental aspects of Corporate Governance standards and practice

Currently, all of the ordinary (voting) shares of Transneft PJSC, constituting 78.1057% of Transneft PJSC share capital, belong to the Russian Federation represented by the Federal Agency for State Property Management.

Preferred shares amount to 21.8943% of Transneft PJSC share capital. Dividends on preferred shares are paid to their holders pursuant to specified in the Company Charter amount and terms subject to applicable legislation.

The Company's Board of Directors provides strategic management of the Company's business and is an independent and professional decision-making body. The Board of Directors consists of the seven members three members of which are independent directors.

The Resolutions of the Board of Directors are approved at the meetings held in person and in absentia. The most important issues of the Company business (approval of the strategy, long-term development plan, budget and other) shall be adopted at meetings held in person. Information on the meetings of the Board of Directors held in 2015 year is represented in section 4 of this report.

The Company performs civil liability insurance of a legal entity for the actions of its directors and directors’ civil liability insurance (including the members of the Board of Directors, Board members, the sole executive body).

Operational management of current business is performed by the President and the Board of the Company.

Representation of the methodology according to which the Company assessed compliance with the principles of the corporate management stipulated in the Corporate Governance Code

The methodology pursuant to which the Company assesses compliance with corporate management principles - is a comparative analysis of the principles of the Corporate Governance Code that the Company applies by the approved and applicable in the Company documents - such as the Charter, the Regulations on the Company's management bodies and other internal documents.

Explanation of the key reasons, factors (or) circumstances which are of the certain character due to which the joint stock company do not comply with or partially comply with the principles of corporate management specified in the Corporate Governance Code

Transneft PJSC complies with the principles and recommendations of the Corporate Governance Code taking into account the specificity of the structure of the share capital.

Representation of the mechanisms and tools of corporate management to be used by the Company instead of the recommended by the Corporate Governance Code

In the sphere of the corporate management, the Company strictly complies with the applicable laws, as well as governed by the Regulations of the MICEX Stock Exchange CPJSC Listing.

Planned (intended) actions and measures of the Company for improving of the standards and practices of corporate governance with specification of the timing of such actions and measures

Within the 2016 year, for the purposes of improvement of corporate management, Transneft PJSC intends to

  • amend the Charter according to recommendations of the Corporate Governance Code;
  • approve the new Regulations on the Company's management bodies;
  • amend the Agreement with Registrar according to recommendations of the Corporate Governance Code;
  • approve the new Regulations on the Board of Directors committees; develop the rules of organization of the Board meetings and the Board of Directors Committees;
  • develop and approve the Regulations on the dividend policy of Transneft PJSC ; Regulation on the formation of governance bodies of subsidiary companies of Transneft PJSC; Regulations on risks management; Regulations on the execution and disclosure of information; Regulations governing the implementation of significant actions;
  • undertake other measures in accordance with the Transneft PJSC Action Plan (Roadmap) on the implementation of the Corporate Governance Code.