Board of Directors
As a key component of the corporate governance system, the Board of Directors is responsible for the successful development of PJSC NCSP. The Board of Directors acts in the interests of PJSC NCSP shareholders and the company in general.
The Board of Directors is responsible for the general management of PJSC NCSP operations, except for matters that fall under the competence of the General Shareholder Meeting in accordance with federal law and the PJSC NCSP Charter
The Board of Directors governs the priority strategic areas of PJSC NCSP's business, and monitors its financial and commercial operations, and the work of company executive bodies.
The responsibilities of the Board of Directors include:
- Approval of the company's annual and quarterly budgets and budget execution reports, business plans and budgets for investment projects and reports on their execution;
- Calling the annual and the extraordinary General Shareholder Meetings (except as stipulated by Provision 8, Article 55 of the federal law On Joint Stock Companies), approving the agenda of the meeting, and setting the record date shareholders eligible to participate in the meeting, and other matters related to preparing and holding the General Shareholder Meeting;
- Increasing charter capital through additional share issue within the limits of authorized shares (with the exception of an increase in charter capital through a private placement or a public offering of common shares amounting to more than 25% of outstanding common shares);
- Approving the decision to issue securities, the prospectus for securities issue, and the report on the results of securities issue, and making amendments to these documents;
- Acquiring stocks, bonds, and other securities issued by the company as provided for by the federal law On Joint Stock Companies;
- Making recommendations to the General Shareholder Meeting on the amount of dividends on shares and procedures for paying them;
- Making recommendations to the General Shareholder Meeting on the distribution of profit and losses for the fiscal year;
- Use of the Reserve Fund and other company funds;
- Approving the Code of Corporate Conduct, amending it, and approving other internal documents;
- Establishing and liquidating company affiliates and offices;
- Approving large deals;
- Making decisions on the audit of company financial and commercial operations;
- Making decisions related to the powers of the Chief Executive Officer;
- Determining the number of seats on the Executive Board, appointing and dismissing members of the Executive Board;
- Making decisions on company investment or disinvestment in other organizations;
- Other matters.
Members are elected to the Board of Directors by the General Shareholder Meeting to serve until the next Annual General Shareholder Meeting. Directors can be re-elected an unlimited number of times.
PJSC NCSP attracts the most qualified professionals, with the necessary knowledge, skills and experience to serve on the Board of Directors. Independent directors are appointed to the Board of Directors to improve the objectivity and soundness of decisions and maintain the balance of interests.
The Board of Directors meets regularly, at least once every six weeks.
The criteria for the independence of a board member are established in the Code of Corporate Governance and the Regulation on the PJSC NCSP Board of Directors. A board member cannot be recognized as independent until the Board of Directors confirms that the director meets these criteria based on recommendations by the Human Resources and Remuneration Committee.
Board of Directors:
|Director of the Department of reforming and property relations of the Ministry of transport of the Russian Federation
|Vice President of Transneft||Assistant to the President of Russian Federation
|First Vice President of Transneft||General Director of PJSC NCSP
|Vice President of Transneft||