Corporate governance system

The Committee assists the Board of Directors in improving corporate governance in the Company, improving the efficiency of corporate practice in accordance with protecting the interests of shareholders, ensuring the sustainable development of the Company, strengthening the risk management and internal control systems, ensuring compliance of the Company’s activities with the requirements of corporate legislation, stock market regulators, and international best practices applicable to public Companies.

In terms of aspects of sustainable development, the Committee prepares recommendations to the Board of Directors on the development and improvement of the corporate governance system and practice.

Key issues considered by the Committee on aspects of sustainable development:

• On the expediency of joining the UN Global Compact;
• Disclosure of information on the environmental and social activities of the Company;
• On the implementation of measures and the implementation of projects in certain areas in the field of sustainable development.
• On interaction with internal and external stakeholders on sustainable development issues.

The Committee initiates measures to improve the quality of managing sustainable development issues with a view to more fully integrating them into the Company’s business processes.

The Committee prepares recommendations for the Board of Directors on control over the completeness, accuracy and reliability of the Company’s accounting (financial) reports in accordance with IFRS and RAS standards, as well as regarding the independence of the external auditor, the performance of the internal audit function and its independence from the Company’s executive bodies, reliability and efficiency of internal control and risk management.

Key issues considered by the Committee on aspects of sustainable development:

• Organization of an independent assessment of the performance of the internal audit function and making suggestions for improving the work of the internal audit department.
• Assistance to the Board of Directors in exercising control over the work of the internal control and risk management systems of PJSC TATNEFT.

The committee forms recommendations for the Board of Directors on effectiveness of HR policy, the system of appointments and remuneration, evaluation of candidates to the Board of Directors and the Company’s management, compliance by independent directors with the criteria for independence as well as efficiency of activities of the Board of Directors, executive bodies and top managers of the Company. The Committee combines the functions in terms of the performance of HR (nominations) and remuneration functions.

Key issues considered by the Committee on aspects of sustainable development:

• HR Policy
• Key HR Management projects
• Rem policy
• Analysis of pay level across industry.

The General Director manages the current operations of the Company, determines the organizational structure of the Company, controls the safety of the Company’s assets and their effective use, resolves the organizational issues of managing the business structure of the Company, ensuring industrial safety, occupational health, and protection of the environment, developing human resources and social guarantees for employees as well as issues of sustainable development and corporate responsibility.

The Management Board is a collegial executive body responsible for the day-to-day management of TATNEFT, the development and implementation of a common development strategy for the Company’s subsidiaries.

The Management Board approves and monitors the implementation of target programs and plans of the Tatneft Group for sustainable development, determines the effectiveness of their results.

The Corporate Secretary and the Office of the Corporate Secretary interact with the Board of Directors and initiate measures to increase the efficiency of corporate practice, taking into account the aspects of sustainable development, take part in coordinating the preparation of reporting in the field of sustainable development and interaction with stakeholders, including preparing answers to shareholders' requests and investors on the Company’s performance in the field of sustainable development.

Consideration of personnel policy and personnel development issues.

Making decisions in accordance with the unified corporate principles, goals and plans for sustainable development to achieve targets with the coordinating function of the Corporate Center.