The Board of Directors plays a crucial part in PJSC LUKOIL’s corporate governance system by providing general management of the Company’s business for the benefit of its investors and shareholders.
PJSC LUKOIL Board of Directors consists of independent directors whose participation in PJSC LUKOIL management helps the Board to have an objective understanding of the issues discussed, which, in its turn, develops trust in the Company on the part of its investors and shareholders.
One of the key functions of the Board of Directors is to determine priorities of the Company's business, strategic, mid-term and annual planning as well as performance assessment.
Members of the Company’s Board of Directors elected at the annual General Shareholders Meeting on June 24, 2021:
Committees of the Board of Directors were set up on August 29, 2003. Below is a list of committee members with the description of their goals and objectives.
STRATEGY, INVESTMENT, SUSTAINABILITY AND CLIMATE ADAPTATION COMMITTEE
Boris Porfirev, Chairman of the Committee
Victor Blazheev
Toby Gati
Leonid Fedun
Goals and objectives of the Committee
Preparation of recommendations to the Company’s Board of Directors on the matters associated with:
development of strategic goals aimed at the Company’s long-term development;
defining the Company’s strategic sustainability, climate change and climate adaptation targets;
analysis of the Company’s concepts, programs and strategic development plans;
amounts of dividends payable on the shares and the related payout procedure;
procedure for distribution of the Company’s profits and losses following a financial year.
- Regulation on the Strategy, Investment, Sustainability and climate adaptation Committee
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AUDIT COMMITTEE
Sergey Shatalov, Chairman of the Committee
Boris Porfirev
Pavel Teplukhin
Goals and objectives of the Committee
Preparation of recommendations to the Company’s Board of Directors on the matters associated with:
conducting the annual independent external audit of the Company’s financial statements;
Auditor’s qualification, quality of services and compliance with the requirements concerning auditor’s independence;
selection of the Company’s Auditor and assessment of the Auditor’s performance to be further approved by the Company’s shareholders.
- Regulation on the Audit Committee
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HUMAN RESOURCES AND COMPENSATION COMMITTEE
Roger Munnings, Chairman of the Committee
Sergey Shatalov
Wolfgang Schȕssel
Goals and objectives of the Committee
Preparation of recommendations to the Company’s Board of Directors on the matters associated with:
the development of corporate HR policy;
the Company’s policy and standards for the selection of candidates to the Company’s management aimed at engaging the most qualified professionals for the Company’s management positions.
- Regulation on the Human Resources and Compensation Committee
In 2016, the Company's Board of Directors approved the Regulations on the Corporate Secretary of PJSC "LUKOIL". The role of the Corporate Secretary is designed to support efficient interaction between the Company's shareholders, Board of Directors and executive management. As part of such interaction, the Corporate Secretary acts as the guarantor of the compliance by the Company's management and governance bodies with procedures and principles that ensure the exercise of legitimate rights and interests of shareholders. The Corporate Secretary ensures proper operation of the Board of Directors and its Committees. Introduction of the role of Corporate Secretary in PJSC "LUKOIL" fully in line with the recommendations of the Corporate Governance Code is a consistent step to further improve the Company's corporate governance.
The Corporate Secretary is sufficiently independent of the Company's executive bodies as he/she functionally reports to the Board of Directors. The Corporate Secretary is appointed by the Company's President based on the resolution of the Board of Directors dated 31 August 2016 and acts in line with the Company's Charter and Regulations on the Corporate Secretary.
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Natalia Podolskaya
Current position:
Corporate Secretary of PJSC "LUKOIL"
Year of birth: 1960
Career:
Graduated from the Maurice Thorez Moscow State Institute of Foreign Languages in 1983
Diplomatic Academy under the RF Ministry of Foreign Affairs (majoring in International Economics) – 2003
Corporate Secretary Advanced Training Programme, HSE Corporate Governance Centre – 2007
Candidate of Philological Sciences (PhD) from Moscow State Linguistic University – 1998
From 1983 to 1998: engaged in translation/interpreting, research and lecturing activity
1998 – 2002: Manager, KPMG
2002 – 2016: Chief Liaison Officer (Office of the Board of Directors), OAO "LUKOIL", PJSC "LUKOIL"
Since 2016: Corporate Secretary, PJSC "LUKOIL"
Currently: Member of the Public Professional Association – Russian National Corporate Secretaries Association (NCSA) and head of the Association's Working Group on Sustainability and ESG
Natalia Podolskaya, Corporate Secretary of PJSC LUKOIL, won the Corporate Governance Director / Corporate Secretary — 2020 category of the Director of the Year XV National Award, which was organized by the Association of Professional Directors and the Russian Union of Industrialists and Entrepreneurs in partnership with PwC, PJSC Sberbank and PJSC Moscow Exchange.
- Regulations on the Corporate Secretary of PJSC “LUKOIL”
