Corporate management system

A Methodology for the assessment of the corporate governance quality in Zarubezhneft JSC was adopted for self-assessment of corporate governance quality within the Company. In 2018, the Company held several events that allowed increasing Zarubezhneft JSC’s corporate governance level almost to the maximum level. As part of the integration of the best practices of the Corporate Governance Code , profile Committees at the Board of Directors have been established and are successfully operating within the Company: Strategic Planning Committee, Audit Committee, Personnel and Remuneration Committee. The issues brought for the review of the Board of Directors are preliminary considered at the meetings of the profile Committees, including at in-person meetings.

In 2018, the authority of the Board of Directors was expanded as per the new revision of the Zarubezhneft JSC Articles of Association. The Zarubezhneft JSC Articles of Association has allocated a number of issues (including approving the dividends policy, business-plans, LDP and KPI) to the issues the decisions for which are made by qualified majority for not less than three fourths of all elected members of the Board of Directors. Internal regulatory documents of the Company ensure preparation and holding of the managing authorities with account of the best corporate governance practices.

CSR issues considered at Board of Directors’ meetings

In 2018, 14 meetings of the Company’s Board of Directors were held. 78 issues were considered, including 9 issues dedicated to matters of corporate social responsibility, matters related to the implementation of the Company’s Innovational Development Program, integration of professional standards within the Group, review of the performance report on the quality management system and the report on the measures for the arrangement of a risk management and internal control system in the area of corruption prevention and control etc.