Which companies are part of the Gazprom group. Gazprom is preparing large-scale cuts in the central office. Income of specialists and workers

One of the specific features of the gas industry influencing the development of the Russian gas complex, as noted above, is the long-term dominance of a giant vertically integrated monopoly corporation, OAO Gazprom.

This association, along with the production, transportation and supply of natural gas to consumers, is engaged in the extraction of gas condensate and oil, the complex processing of hydrocarbon raw materials with the subsequent production of a wide range of products, exploration work onshore and offshore, provides production drilling, carries out large-scale innovative activity. Gazprom and its dependent companies own the main share of explored gas reserves - 26.8 trillion. cube

Gazprom became a state joint stock company in 1992. The privatization of RAO "Gazprom" (since 1998 - JSC "Gazprom") began in 1993. At the time of the establishment of RAO "Gazprom" all 100% of the company's shares belonged to Russian Federation. Privatization ended in

In 1995, the following results: 41% of the shares remained in state ownership, 10% of the shares for privatization checks were acquired by Gazprom, 15% for privatization checks and cash were acquired by employees and former

employees of the Company, 32.9% - residents of 60 regions of Russia for checks, 1.1% of the shares were transferred to Gosgazifikatsiya JSC.

A significant block of shares in OAO "Gazprom" is in state ownership. At the same time, until recently, even the structure of the share capital of Gazprom itself remains insufficiently transparent. As of the beginning of 2003, the state directly owns 38.37% of Gazprom's shares, over 11% of the block of shares is on the balance sheet of Gazprom's subsidiaries 40 , including 9% of the shares is managed by Gazprominvestholding. According to Gazprom's eurobond issue prospectus, as of December 31, 2002, its subsidiaries and affiliates had 15.11% of shares on their balance sheets. Of these, 4.5% belongs to the Dutch Gazprom Finance BV, 4.83% to Tazprominvestholding, and the rest to Gazprombank. About 8% of the shares are controlled by the management of Gazprom through powers of attorney issued to it by employees of the monopoly and through Gazfond. Another 2.2% of the shares belong to the joint venture of Ruhrgas and Tazexport, Terosgaz, which buys Gazprom shares on the Russian market for the German company. 4.83% of Gazprom's shares owned by Stroytransgaz were transferred to the balance

# of Gazprominvestholding, a 100% subsidiary of Gazprom, in exchange for

bills of exchange (see annex I). 41

In the twelve years that have passed since its inception, Gazprom has expanded its boundaries beyond gas industry, turning into a conglomerate group. Receiving significant profits from gas exports and acting as a supplier of gas as an energy carrier and as a raw material for a wide range of companies in the domestic market, Gazprom enjoys unprecedented opportunities

40 Reznik I., Becker A.

opportunities and at the same time strong incentives to acquire industrial enterprises- in addition to the creation of banks, insurance companies, a non-state pension fund, etc., traditional for all Russian groups.

Gazprom's management structure includes large enterprises for the processing of hydrocarbon raw materials, which produce sulfur, motor fuels, ethane, helium and other products. "Gazprom" has its own design and research institutes, construction and installation and commissioning organizations, and its own machine building.

The organizational structure of Gazprom's management ensures the development and operation of a unified gas supply system (UGSS), which includes 69 operating gas and gas condensate fields, about 150 thousand km of main gas pipelines with compressor stations installed on them with a total capacity of more than 40 million kW, 21 underground gas storage, 6 gas processing plants and 3400 distribution stations. Gazprom and its affiliates account for up to 90% of gas production and supplies.

The Company includes 59 companies with 100% participation in their authorized capital, 41 companies in which Gazprom owns a controlling stake, and 6 companies in which it owns less than 51% of the shares (see Appendix 2).

The supreme management body is the general meeting of shareholders, which decides the main issues of the company's life. In accordance with the Federal Law "On joint-stock companies"Its competence includes:

1) introduction of amendments and additions to the charter of the company or approval of the charter of the company in a new edition;

2) reorganization of the company;

0 3) liquidation of the company, appointment liquidation commission and approval of interim and final liquidation balance sheets;

4) determination of the quantitative composition of the board of directors (supervisory board) of the company, election of its members and early termination of their powers;

5) determination of the number, nominal value, category (type) of declared shares and the rights granted by these shares;

6) an increase in the authorized capital of the company by increasing the nominal value of shares or by placing additional shares, if the charter of the company, in accordance with the law, does not refer the increase in the authorized capital of the company by placing additional shares to the competence of the board of directors (supervisory board) of the company;

7) reduction of the authorized capital of the company by reducing the nominal value of shares, by acquiring a part of the shares by the company in order to reduce them total, as well as by redemption of shares acquired or redeemed by the company;

8) formation of the executive body of the company, early termination of its powers, if the company's charter does not refer these issues to the competence of the board of directors (supervisory board) of the company;

9) election of members of the audit commission (auditor) of the company and early termination of their powers;

0 10) approval of the company's auditor;

10.1) payment (declaration) of dividends based on the results of the first quarter, six months, nine months of the financial year;

11) approval of annual reports, annual financial statements, including profit and loss statements (profit and loss accounts) of the company, as well as the distribution of profits (including the payment (declaration) of dividends, with the exception of profit distributed as dividends based on the results of the first quarter, six months, nine months of the financial year) and losses of the company based on the results of the financial year;

12) determination of the procedure for holding a general meeting of shareholders;

13) election of members of the counting commission and early termination of their powers;

14) splitting and consolidation of shares;

15) making decisions on the approval of transactions;

16) making decisions on approval big deals;

17) acquisition by the company of placed shares;

18) decision-making on participation in holding companies, financial and industrial groups, associations and other associations of commercial organizations;

19) approval of internal documents regulating the activities of the company's bodies;

0 20) resolution of other issues stipulated by legislation.

The board of directors (supervisory board) of the company carries out general management of the company's activities, with the exception of resolving issues that fall within the competence of the general meeting of shareholders. His competence is focused on solving the strategic tasks of society and includes:

1) determination of priority areas of the company's activities;

2) convening annual and extraordinary general meetings of shareholders;

3) approval of the agenda of the general meeting of shareholders;

4) determination of the date of compiling the list of persons entitled to participate in the general meeting of shareholders, and other issues within the competence of the board of directors (supervisory board) of the company;

5) increase in the charter capital of the company by placing additional shares by the company within the limits of the number and categories (types) of declared shares, if this is referred to its competence by the charter of the company;

6) placement by the company of bonds and other equity securities;

7) determination of the price (monetary value) of the property, the price of placement and redemption of emissive securities;

8) acquisition of shares, bonds and other securities placed by the company in cases;

formation of the executive body of the company and early termination

4 denial of his powers, if the charter of the company refers this to his competence;

11) use of the reserve fund and other funds of the company;

0 13) approval of internal documents of the company;

14) creation of branches and opening of representative offices of the company;

15) approval of transactions;

16) approval of the registrar of the company and the terms of the contract with him, as well as termination of the contract with him;

18) other issues provided for by law.

Currently, eleven members of the Board of Directors include representatives of the state: the Administration of the President of the Russian Federation, the Ministry of Economic Development and Trade of the Russian Federation, the Ministry of Industry

and Energy of the Russian Federation, Ministry of Foreign Affairs of the Russian Federation.

RUSSIAN

state

41 LIBRARY

The Council also includes a representative of Ruhrgas, which owns more than 2% of the Company's shares, which gives it the right to nominate a candidate.

The 19-member Board of Directors representing the top management of the company is responsible for the financial, economic and production activities of the company. Its competence includes: development of long-term plans and main programs of the Company's activities, as well as development and approval of current plans; providing gas flow control and monitoring the operation unified system gas supply of the Russian Federation; approving internal settlement prices for gas and internal settlement tariffs for gas transportation services, establishing the procedure for payments for gas supplies and other products and the provision of transportation services; approval of the list of organizers of trading in the securities market, the rules for circulation of the Company's shares in the secondary market and the rules for accounting for affiliates, as well as persons with an interest in a transaction with the Company; approval of rules to ensure proper organization and credibility accounting in the Company, timely submission of the annual report and other financial reporting; establishing the procedure for familiarizing shareholders with information about the Company.

The diversified activity of the Company determined the high specialization of management both vertically and horizontally. In the structure of OAO "Gazprom" administration there are 15 departments supervised by the Deputy Chairman of the Management Board and uniting more than 60 departments and departments (see Appendix 3). The controllability of the Chairman of the Board is at the limit of admissible and amounts to 9 people. The following structural subdivisions are directly subordinated to him: the Office of the Management Board, the Department for Property Management and Corporate Relations, the Department of Economics, the Legal Department,

information policy department, first department, situational center of the Chairman of the Board.

The institution of deputies has been introduced to reduce the norm of management and strengthen coordinating ties between departments. The distribution of competencies between them is as follows:

Implementation of the development and coordination of the implementation of long-term plans for the social and economic development of the Company, preparation and organization of the annual meetings of shareholders of OAO Gazprom;

Management of production and technological processes of the Company and management of departments for the production of gas, gas condensate and oil; transportation, underground storage and use of gas; well drilling and development of offshore fields; perspective development, science and ecology; capital construction and logistics; central production and dispatching control;

Management of the financial activities of the Company and management of corporate finance departments;

Economic expertise and pricing;

Information technologies; tax policy department; department of organization of interaction with commercial banks; tender committee; management of the Unified Gas Supply System and gas market and management of marketing, gas and liquid hydrocarbons processing departments; on work with the regions of the Russian Federation; Department for work with the Federal Assembly of the Russian Federation; coordination of activities of Mezhregiongaz LLC; gas export management, management of the department of foreign relations and coordination of the activities of Tazexport LLC;

Management of accounting policies and management of the accounting department;

Control by human resourses and leadership of the Human Resources Department and the Special Programs Department;

Management of non-core activities of the Company and management of economic management, medical management and agriculture management.

f Thus, in the structure of the central administrative apparatus

OAO "Gazprom" is present and the principles of divisional specialization, and classical functional structural divisions have been preserved. This is due to the scale and diversification of the activities of this largest company.

In order to identify the reserves for improving the organizational structure of the Company, it is necessary to consider the performance of management functions at the next level of management, represented in the organizations of subsidiaries that function as independent legal entities (limited liability companies) and act as divisional structural units of the organizational structure of Gazprom.

The largest such division is OOO Interregional Gas Sales Company. With the advent of Mezhregiongaz in December 1996, the restructuring of the gas industry began. He began to function

® "Accounting", dealing with settlements with Russian consumers

gas. Prior to this, the system was as follows: extractive companies sold their gas to transport companies, which, in turn, resold gas to local gas distribution organizations, and the latter to the consumer. Money for gas was lost somewhere in the middle of the chain "manufacturer-end consumer". In 1996, payment for gas in "live" money reached a record low - 2%. Therefore, Gazprom decided to create an enterprise that would centralize all cash flows: it would buy gas

from transport companies and would sell it to consumers, receiving money from them. Sixteen thousand gas consumers signed long-term payment agreements with Mezhregiongaz, and in two years the Company

managed to increase the annual collection of "live" money for gas tenfold. The lack of real assets in this company in the form of fixed assets, blocks of shares and intellectual property caused its expansion in the acquisition of shares in gas distribution network enterprises, large gas consumers. Currently, Mezhregiongaz concentrated within its framework not only financial flows, but also gas sales in Russia (two thirds of the gas distribution network). Sales networks, through which gas directly reaches the consumer, previously belonged to regional gas distribution organizations controlled by oblgases and raygases. Since 1998, Mezhregiongaz, through structures friendly to it, began to buy up and collect controlling stakes in gas distribution organizations for debts, and in two years collected two-thirds of the controlling stakes. As a result, a large corporate system was created, most of the structural divisions of which are connected directly or through management companies with Mezhregiongaz by strong property, economic and administrative ties. It is characterized by a combination of autonomy and dependence of structures in three related technological operations: gas sales, transportation through medium pressure networks and gas processing.

In accordance with the Charter of Mezhregiongaz LLC, the General Meeting of Participants is its supreme management body. Its competence includes:

Determining the main (priority) areas of activity, as well as making decisions on participation in associations and other associations;

Change of the Charter and the size of the authorized capital;

Formation of executive bodies of the Company and early termination of their powers;

Approval of annual reports, annual balance sheets and documents regulating internal activities;

Making decisions on the placement of bonds and other issue-grade securities;

Making decisions on major transactions, etc.

Management of the current activities of the Company is carried out by the General Director, who is the sole executive body of the Company and is appointed by the general meeting for a period of 3 years. Its competence includes:

Disposition of the Company's property. If the value of the acquired or alienated property is more than 10% of the value of the Company's property for the reporting period, contracts or other transactions are concluded by him with the written consent of the Founder;

Determination of the organizational structure of the Company, approval of internal documents and staffing tables of the administration of the Company, its branches and structural divisions;

Establishment of forms, systems and amounts of remuneration;

Approval of the regulation on branches, representative offices and structural divisions;

Hiring and dismissal of employees of the Company;

Determination of contractual prices for products and tariffs for the Company's services, with the exception of products and services, the prices and tariffs for which are determined in a different manner, resolves other issues of the Company's current activities.

The organizational structure of the central apparatus of Mezhregiongaz, like OAO Gazprom, is a functional divisional conglomerate. Divisional subdivisions are separated by market (for example, department of work with regions of the Volga region), consumer (for example, department for work with consumers of the public sector)

F and product principles (for example, the gas sales department). Draws on

Please note that many functional divisions of "Mezhregiongaz" copy the departments and offices of "Gazprom". This applies to divisions dealing with advanced development and industry projects,

marketing research, receivables and many others. This fact underlines the importance of a clear division of functions in these areas of management.

At the same time, the analysis showed that at the moment there is their partial duplication, a fuzzy allocation of the tasks of strategic, tactical and operational management, excessive interference of higher levels of management in the activities of similar units of a lower level. Gazprom, being the sole member of OOO Mezhregiongaz, determines the decisions it makes, including by issuing instructions that are mandatory for it, and also checks its activities. Such centralization, taking into account the multi-link structure of the management structure, leads to a delay in the adoption process. management decisions, loss of responsiveness of the entire management system to market signals.

A similar situation is developing with respect to affiliated companies of OOO Mezhregiongaz itself. Taking part in the authorized capital of 102 economic entities, including regional gas sales companies, gas distribution organizations, agricultural chemistry enterprises, credit and financial organizations and fuel and energy companies, Mezhregiongaz manages them through representatives on the Boards of Directors. The interests of the Company in the boards of directors are represented by deputies of the general director, directors, heads of structural divisions. Of particular importance for Mezhregiongaz is control over the activities of regional gas sales companies.

To date, LLC "Mezhregiongaz" is present in the regions through subsidiaries of regional gas companies (RGK), formed in the form of limited liability companies on the basis of their branches. The authorized capital of the companies is mainly 10,000 rubles, and the executive authorities of the subjects of the Russian Federation and other participants took part in their establishment, the share of which, as a rule, does not exceed 49%. Share of OOO "Mezhregi-

ongaz" is at least 51%. In those companies where the share of "Mezhregiongaz" is less than the controlling stake, the shares of organizations that have close ties with the Company and pursue a unified management policy allow full control.

The main purpose of the creation of the RGC is to improve the work to ensure effective demand for gas, optimize payments and pay off the resulting receivables. The main activities of the RGC are the sale of natural gas in the region, the operational management of gas supply regimes and profit.

Among current tasks carried out by RGCs in the region, the following can be noted:

Gas supply planning and contracting;

Organization of work on the direct supply of gas, control of payment and regulation of rational gas consumption regimes;

Work with gas distribution organizations (GDOs), including measures to simplify payment schemes for gas, increase the level of payment and form retail prices for gas and tariffs for its transportation;

Work with organizations financed from the budgets of all levels;

Financial, economic and claim work in relation to gas buyers and debtors of Mezhregiongaz LLC and RGC;

Manufacturing and other activities.

Today, RGCs are the main gas sellers in most regions of the Russian Federation, mainly to large industrial gas buyers. Their activities have made it possible to generally eliminate the problem of non-payments and achieve almost 100% cash payment for gas in all regions.

The RGC management system is also a three-tier structure, which includes:

The general meeting of participants is the supreme governing body;

The Board of Directors is a supervisory governing body;

CEO - Sole Proprietor executive agency management of IA.

Practice shows that with such a management structure in the current situation, the greatest management effect is achieved, since the control function and performance verification are implemented to the maximum. decisions taken. The positive functioning of such a management structure is also ensured by a fairly rigid centralization, a reasonable distribution of rights, duties and responsibilities between the 4 levels of management, professionalism of personnel, and systematic control.

Mezhregiongaz pays close attention to delineating the functions of executive and supervisory bodies and developing democratic management methods. In this regard, the directors of many companies were not included in the board of directors. This made it possible to introduce middle-level employees of various structural divisions of Mezhregiongaz into the boards of directors, which positively affects the efficiency of decision-making and strengthens the control function of the boards of directors over the current activities of the RGC general directors.

Strengthening control over the activities of RGCs is also ensured by the policy of electing Deputy General Directors of Mezhregiongaz LLC as chairmen of the boards of directors. This allows in as soon as possible solve financial and economic issues of regional companies, thereby providing significant assistance to general directors. At the same time, Mezhregiongaz is pursuing a policy of strengthening the executive power of RGCs in terms of independently forming the personnel of companies and approving its structure.

Retail sale of gas to the population is carried out mainly by gas distribution organizations that have on their balance sheets and operate

networks of low and medium pressure, which as a whole make up the gas distribution system of the country and are a commodity distribution network to the end buyers of gas. Currently, the operation and management of the country's regional gas distribution system is carried out in a decentralized manner by more than 300 GDOs, most of which operate in the form of joint-stock companies.

LLC "Mezhregiongaz" is interested in the transparency of the activities of gas distribution companies, since in the end the results of their work affect the profitability of gas sales on the domestic market of Russia. However, the technical condition of the system of low and medium pressure gas pipelines is characterized by a high degree of deterioration and low technical equipment with modern means of transport, processing and gas metering, and an analysis of the financial and economic state shows that most of the gas distribution companies were unprofitable until recently and the debt for the supplied gas was growing.

In order to satisfy the effective demand for gas, pursue a unified technical policy and coordinate production activities for the operation of the gas distribution system, the Gazprom Management Committee approved the purchase of GRO shares and their consolidation in a separate company - Regiongazholding OJSC. OJSC "Regiongazholding" was registered on April 24, 2000 with an authorized capital of 1.5 billion rubles, divided into 1.5 million shares with a par value of 1,000 rubles each, of which 1,125 thousand shares are ordinary registered shares, 375 thousand shares are preferred registered shares type "A". As a contribution to the authorized capital, the founders contributed shares of the GRO, which they owned at the time of establishment. The total ownership of JSC "Regiongazholding" and LLC "Mezhregiongaz" consolidated
We have controlling stakes in 23 regional, regional and republican GROs, and in 19 regions - shareholdings of less than 50%.

It should be noted that the consolidation of disparate stakes in GDOs within a single holding does not lead to an increase in the degree of monopolization of the gas market, since various GDOs provide their services in territorially different markets. In addition, according to Art. 26 and 27 of the Law "On Gas Supply in the Russian Federation", organizations that own gas supply systems are subject to antimonopoly regulation and are required to provide non-discriminatory access to all organizations to gas transmission and distribution networks. This situation was taken into account by the MAP of Russia when issuing a permit for the acquisition of a 55% stake in OJSC "Regiongazholding" by OOO "Mezhregiongaz". The main condition of the permit was the provision of free gas transportation and storage capacities in the amount of 20% and 30%, respectively, of the available technical capacity, as well as non-discriminatory access to the gas transportation and storage system to gas-owning suppliers and oil and gas producing enterprises.

Currently OJSC "Regiongazholding" and LLC "Mezhregiongaz" can exercise almost complete influence on financial and economic activity in more than a third of regional gas distribution systems. If we talk about the volume of gas transportation through gas distribution networks, then it is about 32% in the regions where OJSC "Regiongazholding" and LLC "Mezhregiongaz" have controlling stakes in gas distribution companies, about 20% is accounted for by state unitary
enterprises, 12% - for "independent" regions and about 36% - for regions with minor or blocking stakes in GROs.

In July 2004, a new company- JSC ''Mezhregiongaz0holding'' (MRGH). It consolidates the assets of those affiliated with Gazprom

gas distribution organizations engaged in the sale of gas end users. According to the decision of the Board of Directors, 100% subsidiaries of Gazprom - OOO Mezhregiongaz (99%) will become shareholders of MRGH

and Lentransgaz LLC (1%).

It can be assumed that thanks to such decisions, gas producers will receive equal access to the consumer and the transparency of Gazprom will increase.

Thus, the construction of a regional gas supply system through Mezhregiongaz LLC is being completed with the following distribution of functions: Mezhregiongaz LLC represented by RGC - contractual relations with gas buyers and ensuring payments for the supplied gas, GDO - gas transportation and operation of the gas distribution system, Regiongazholding OJSC "- management in the GDO, the implementation of a single tariff policy, the attraction of financial resources for the renewal of production assets.

The organizational structure of OAO "Gazprom" is predominantly divisional in its type. Adhering to the principle of "coordinated decentralization", the company's management seeks to centralize the planning and distribution of core resources, adopting strategic decisions in the parent company, while subsidiaries and affiliates make tactical and operational decisions and are responsible for generating profits. The divisional structure allows efficient management of different types of activities and in different markets, f Separation of decisions by levels speeds up their adoption and improves quality.

At the same time, it should be noted that within Gazprom's subsidiaries there is a trend towards "shortening goals", opposing the goals of their own activities to general organizational goals. The development of the product hierarchy leads to duplication of work and a corresponding increase in the number of staff, as well as inefficient use of resources. As a result, the costs of maintaining additional services are rising.

The development of Gazprom's organizational structure demonstrates two opposite trends. On the one hand, there is a centralization of powers and a strengthening of hierarchical instruments of coordination. In 1999, the gas industry enterprises belonging to Gazprom (until then had a unique organizational and legal form, which was distinguished by maintaining a certain, at least formal, independence) were transformed into limited liability companies established by Gazprom. On the other hand, the acquisition of a stake in companies in other industries - producers of mineral fertilizers, synthetic rubber, tire industry, ferrous metallurgy enterprises - is accompanied by the creation of special management companies and, consequently, the complication of the hierarchical management system. If the first of these processes fully meets the criteria for improving the corporate governance system in specific conditions, then the second deserves a fairly critical assessment.

Over the past ten years, being the absolute leader in terms of the scale of financial investments in subsidiaries and affiliates belonging to other industries, Gazprom has not demonstrated a sufficiently high efficiency as an owner. Moreover, it is impossible to talk about the effectiveness of the state as the owner (at least indirectly) of the shares of subsidiaries and affiliates, while the very fact of owning these shares has remained indefinite for many years.

division. According to the company's management, part of the assets owned by Gazprom has not been reflected in the company's official balance sheet in recent years.

Among the largest companies created by Gazprom in recent years, Sibur should be noted. The Sibur Group (JSC Siberian-Ural Oil and Gas Chemical Company) can be called the largest oil and gas processing company in Russia. The company was established in 1995 in accordance with the decree of the President of the Russian Federation with the aim of improving the efficiency of managing light hydrocarbon resources and organizing the production of the petrochemical industry in Russia. However, the real Practical activities, aimed at forming a holding and managing specific industrial facilities, began in 1998. In the process of expansion, Sibur used both equity and non-property integration tools. As is often the case in Russian industry, the acquisition of blocks of shares was preceded by coordination on non-property grounds: thus, even before the acquisition of TNKhK, Sibur acted as its management company. An important tool for controlling the activities of petrochemical enterprises on the part of the parent company of the business group was the transfer of enterprises to processing, which made it possible to establish tighter control over enterprises than ownership of shares. Many experts emphasized that enterprises were controlled through accumulating accounts payable for the supply of raw materials, through the cross-ownership of small blocks of shares of other enterprises by some enterprises, through shell companies (the so-called "corporate covers"), and most importantly - through guaranteed supplies of raw materials. AT
At present, Sibur controls about seventy or more percent of the share capital in about 90 enterprises of the holding.

Since the end of 2001 and throughout 2002, control over the Sibur group was the subject of a corporate conflict.

to stand apart from Gazprom ended in the bankruptcy of the company, and further amicable agreements in several stages led to an increase in the share of Gazprom's instrumental companies in the share capital of Sibur. However, this process was accompanied by a decrease in production and financial

indicators of the group, so that 2002 ended for Sibur with losses.

During 2002, the process of restoring Gazprom's control over the Sibur group took place, and in early 2003, a situation of potential loss of control arose in relation to another large group - Azot Corporation. CJSC "Agrokhimholding" (since October 2001 - Agrochemical Corporation "Azot") was established in the summer of 2000. Its founders were Mezhregiongaz and the Interkhimprom group. The founders each owned 46.38% of the shares of the CJSC, another 7.2% of the shares were on the balance sheet of the company itself. At the time of its creation, Azot Corporation owned stakes in most of the largest producers of mineral fertilizers - Perm Mineral Fertilizers (42%), Berezniki Azot (25%), Kirovo-Chepetsk Chemical Plant (25.15%), Kropotkinsky Chemical Plant (53 .19%) , CJSC Northern Gas Processing Plant (51%) and 50% management company OJSC "Cherepovets Azot", which owns 52% of the shares of the Kirovo-Chepetsk Chemical Combine. The enterprises of the holding produce about 40% of fertilizers in Russia. Back in the summer of 2002, there were reports that Gazprom had taken control of the Azot Corporation (which meant buying out a stake in the equity capital owned by the Interkhimprom group to instrumental companies "friendly" to Mezhregiongaz). However, already in February 2003, after the dismissal of the general director of Mezhregiongaz, it turned out that a significant block of shares had been sold to instrumental

nym companies representing the interest of the former management of Mezhregiongaz. 4 ’ The new leaders simultaneously took action to transfer the assets of Azot Corporation to a newly created structure with a similar name. It is easy to see that there is a recurrence of the conflict over control over Sibur. Gazprom has the ability to return the assets of the Azot corporation to its control, but there is no doubt that this will be accompanied by actions that are destructive to the efficiency of companies whose shares are owned by the corporation

"Nitrogen". It is possible that the management of now separate enterprises

actions will be taken to acquire, in one way or another, con "0 „ 50

troll shareholdings.

The given data give grounds for the conclusion that the formation of a business group around the company rather has a negative impact on the effectiveness of the use of incentive contracts by the state as the owner. It is also necessary to note the contradictory influence of belonging to the Gazprom group on the efficiency of companies in the petrochemical industry. On the one hand, it is obvious that the transfer of a block of shares to Gazprom or Mezhregiongaz was the only way to maintain production at enterprises that purchase raw materials from a single supplier. However, the ensuing conflicts over ownership of the shares of the companies belonging to the business group inevitably prevent the establishment of an effective system of corporate control and discourage any investment in the development of the company.

49 Thus, despite the special position of "Gazprom" as a supplier of raw materials in relation to the majority of the group's compaReznik I. "Azot" left with Gornovsky // Vedomosti. 2003. March 3.

50 Avdasheva S.B. Holdings with the participation of state and mixed companies: an assessment of Russian practice in the context of world experience. M.: GU VSHE, 2003. P.29.

ions, which provides a very high bargaining power, centrifugal tendencies in the business group periodically take precedence over centripetal ones. This can be seen as a natural manifestation of the struggle of interests, but one more aspect of what is happening should be noted. There is a strong impression that the management of Gazprom, as a state-controlled company, does not have sufficient incentives to effective management shares held directly or indirectly by the company. On the contrary, a typical situation is when the top managers of Gazprom are interested in maintaining a certain autonomy for instrumental companies that own blocks of shares, since this allows them to receive independent

our income from participation in the management of the enterprises belonging to the business group.

1.3. Organizational and economic mechanism of corporation management

gj In countries with developed market economies, many tasks of the sectoral

management are decided by corporate governance bodies. The gas industry is one of the few in Russia where, on the basis of a previously existing ministry, a powerful holding company was created in the person of OAO Gazprom. This organization has managed to retain the main functions and methods of industry management, including long-term planning with a focus on previously developed comprehensive targeted programs and schemes development and placement of enterprises in the industry, long-term plans capital investments, plans for the introduction of new technology at the enterprises of the industry, etc.

The state continues to participate in the management of the gas industry, which does this both by creating institutional and legal conditions external to the industry, and in the form of the largest shareholder of the corporation.

Consider the organizational and economic mechanism of corporate management. The concept of "organizational-economic mechanism" is closely related to the category of "economic mechanism". The economic mechanism is usually understood as "a set of specific forms of organization of production, a system of organizational and economic relations and economic relations, forms and methods of management. This is a way of doing business, along with its inherent relationships, forms and methods of influencing

production, organizational structure of management and methods of attracting

niya people to work.

51 The concept of "economic mechanism" in economic science was formed in the late 70s and early 80s of the last century. See, for example, Economic mechanism at the present stage / Ed. P.G. Bunich. M.: Economics, 1980. S. 13.

At the same time, organizational economic relations management represent the main, but not the only element of the economic mechanism. In relation to the management of the form of organization of production

U (division of labor, specialization, placement, etc.), circulation of goods and

services, economic ties act as an object, that is, they are outside the actual management.

Unlike the economic mechanism, the organizational and economic mechanism is an arsenal of means of influencing the activities of enterprises with a complex chain of connections. These questions are actively

studied both in the Soviet period and today. Thus, in the 1970s

many economists considered the organizational and economic mechanism as a complex system of interests, incentives, motivations, responsibilities, etc. As for the structure of the management mechanism, there is still no consensus on this issue in the economic literature. There are various approaches in determining the composition of its elements, the degree of their differentiation, the foundations of integration into a system. For example, according to A. Rumyantsev, elements of the organizational and economic mechanism

management are: planning; economic incentives; orgasm

“National structure; management system for the implementation of planned targets. E. Sapiro also includes in the economic mechanism the entire set

organizational and economic methods and tools, not taking into account the various principles of coordination of activities.

In foreign economic theory, various concepts of building an organizational and economic mechanism were also developed. Over the past 40-50 years, such organizational management models as reengineering, task management, quality management, walking management, kanban, management based on benchmarking, matrix management, outsourcing, downsizing, management based on strategic alliances, lean production, etc.

With regard to the gas industry of modern Russia, the issue of the organizational and economic structure of management is still debatable. Thus, the "Energy Strategy of Russia for the period up to 2020" points to the inefficient organizational structure of the gas industry, which has mothballed the excessive centralization of enterprise management.

Without a doubt, the development of an organizational management mechanism is one of the reserves for increasing the efficiency of production economic activity this industry. Numerous studies show that the current economic management mechanism has had a very negative impact on the state of the potential of the gas complex. This applies to both its external subsystem, including the institutional and legal framework state regulation gas market

ka, and the internal subsystem, including the economic relations of the participating organizations. For example, the transfer pricing applied in Gazprom leads to an artificial underestimation of financial result activities of gas producing enterprises, concentration of financial resources received from the sale of gas in the domestic and foreign markets, in sales structures.

Profit within the corporation is distributed based on the priorities of the company as a whole. The result of this investment policy was the presence of a large number of non-core assets. Unbalanced intra-organizational relationships led to a significant expense

gas for internal needs, reducing the possibility of its sale to end consumers. The monopoly position of many structural units and companies of OAO "Gazprom" led to the priority of intra-group goals in comparison with corporate ones.

One of the most important areas for improving the economic mechanism and strengthening its impact on effective development gas industry is the use of pricing systems that encourage cost reduction. It is necessary to build mutual relations between the state and production and economic organizations in a new way.

industry entities. Currently, the state receives the main income from the gas industry through excise taxes. This objectively reduces the motivation of the state in the struggle for the profitability of the industry. Moreover, the state itself has become the main debtor for natural gas, and does not take constructive measures as a leading shareholder to arrange payments. The growth rate of the industry's accounts payable continues to exceed the growth rate of the debtor's debt. The industry lives on credit, but at the same time it is forced to lend to other industries and the state with energy supplies.

An effective tax mechanism focused on solving the problems of the industry has not yet developed. There is no differentiation of excises and rates

income tax, there is double taxation (excise and value added tax), the taxable base is incorrectly determined.

Excessive tax pressure and tight fiscal policies on the gas industry have meant that sales revenue is not enough to pay taxes, pay salaries and cover production costs, not to mention investments to maintain and increase production. Therefore, the industry has become the largest borrower of financial resources from both domestic and external creditors.

For example, despite the joint efforts of OOO Mezhregiongaz

"The Federal Tax Service work on registration of debt

before the federal budget, in 2004 over 4 billion rubles were charged on overdue debts. penalties. Such a significant distraction Money negative impact on the balance of payments

companies.

The existing economic mechanism does not contribute to the activation of the investment activity of the industry. In this regard, it is necessary to carefully consider the part of the profit that the gas price regulation system accrues

th above the average rate of profitability for the Russian economy. Today she

necessary to compensate for the lack of funds for the simple reproduction of fixed assets, which arose due to underestimated cost. In addition, this share of the profit is needed to finance the development of new deposits.

In recent years, the following scheme has developed for reviewing and approving investment programs. "Gazprom" presents an investment professional program, the Government of the Russian Federation corrects it (usually in the direction of underestimation).

Then it is agreed how much it can attract loans for its implementation. Interest on these loans is included in the gas price. It is determined how much will be financed by including an additional cost in the gas price.

component, we can conditionally call it investment. The state charges VAT and income tax on it. As a result, investment objects account for less than half of the amounts of the investment component paid by the gas consumer. Realizing its responsibility for a reliable gas supply to Russia, Gazprom is forced to take out new loans, despite the high burden of old borrowings.

The result is an extremely contradictory situation. First, due to lack depreciation charges accelerated physical aging transport system, fixed assets at operating fields. Due to this, the real capital of the shareholders decreases. Secondly, the shareholders receive new deposits in more difficult

regions with higher costs and higher gas costs. Third, a load of loans and interest obligations is accumulating. Fourth, the market does not provide tools for an objective forecast of export gas prices. As for domestic prices, the Government of the Russian Federation in its programs provides for their growth within the limits of inflation rates in the Russian economy. In general, the state does not give any guarantees that high capital costs will be reflected in the price of gas for the period

F exploitation of deposits. Hence, the risk of non-recovery of funds increases.

At the level of a corporation, the economic mechanism includes not only its structural structure and economic relations between its elements, but also the organization of fixed and circulating funds, capital investments, and the organization of activities. At the same time, the corporate management subsystem (goals, plans, pricing, structure, accounting and control) is considered as elements of the economic mechanism. tangible assets(equipment, technology, energy resources, etc.), operating assets (stocks of raw materials,

cash, receivables), investment assets (leasing, sources of investment, investment programs, etc.).

Organizational methods, including the design of an adequate organizational structure, selection and placement of personnel, organizational regulation, unlike economic methods, do not address the interests of the management object, but form its area. functional duties, responsibility and rights. Therefore, the organizational mechanism, creating an ordered system of powers, is a separate element of the management mechanism.

It is important to understand that the mechanism for implementing sectoral tasks in corporate governance differs significantly. From a theoretical point of view, corporations are inherent in: the organizational power of management in each organization-participant of the corporation; the power of the main (parent) organization over the constituent parts of the corporation; corporate power in the market; the power of corporations in economic and social systems in order to enhance its influence on political and social phenomena.

Corporations have a unifying idea and goals. In general, the goals of the corporation can be formulated as follows: maximum profit, increase in production efficiency, strengthening competitiveness in the domestic and foreign markets; strengthening technological and cooperation ties; growth of economic potential and financial resources. The main trend in the development of the corporation is rapid growth market capitalization compared to turnover and profit. Increase market value corporation becomes a strategic target
corporate business. The basis of integration in corporations is common resources, a common niche in the market, and new technologies.

Structurally, a modern corporation consists of a main (parent) and a network of subsidiaries and dependent (affiliated) organizations. The parent organization (most often in the form of an open joint-stock company) is the subject of corporate governance in the corporation, ensuring the effective development and integrity of the corporation. The parent organization and organizations participating in the corporation may have sufficiently developed production structures, including branches, departments, representative offices, etc. OAO "Gazprom" includes both production organizations and organizations that form the corporate infrastructure.

The essence of corporate governance is well manifested on the basis of the concept of a systematic approach as a diversified business process management that crosses all functional areas both on the basis of vertical-hierarchical principles of functional decision-making and horizontal processes of creating a product (services) for consumers. The mechanism of corporate governance includes both organizational and legal, as well as economic relations between the participants of the corporation and their management bodies; parent, subsidiary and dependent organizations; legislative bodies (board of directors) and executive bodies (board, executive director); investors and hired managers, employees and workers.

Thus, the object of corporate governance is a complex organizational formation, including a significant number of primary organizations - legal entities with different organizational and legal form, located in certain property relations.

Achieving corporate goals is possible subject to effective interaction between the two most important components of the corporate system.
active management - a subsystem of corporate governance and a subsystem of organizational corporate governance (executive system).

The corporate governance model of most domestic corporations is developing in the direction of strengthening the role of the “voice” mechanism, since, on the one hand, absolute control is established in corporations by certain coalitions, and on the other hand, there is little or no “exit” mechanism, that is, the sale of shares in an illiquidly developing securities market. At the same time, small shareholders can make a "worthy exit" only in the direction of consolidating controlling stakes or aggravating corporate conflicts between large shareholders of corporations. In this regard, the conflicts between the managers of the corporation (the parent organization) and shareholders-outsiders in many cases acquire a fundamental character. The problems and costs of shareholder monitoring are further complicated by the fact that managers, either directly or through intermediaries, act as both insiders and outsiders of the corporation.

One of the key problems that needs to be addressed is the problem of the issuer's "transparency" not only for potential investors, but also for external shareholders of the corporation.

The parent and most of the corporation's member organizations are shareholders of the companies, therefore, the shareholders' meetings and the boards of directors elected at them are the subject of their self-government. The subject of corporate governance is organizational relations in terms of the formation and use of equity capital, the creation of conditions (external and internal) for the effective functioning of the corporation as an integral system, as well as the harmonization of the interests of shareholders and corporate management.

In a corporation, the function of corporate governance is performed by the board of directors of the parent company. It is he who ultimately bears

responsibility for the performance of the corporation. The special role of the board of directors is to develop strategies and set goals for system-wide functions, including organizational development of the corporation. The Board of Directors takes part at all stages of the formation and implementation of the corporation's development strategies, the development of plans for the corporation's strategic development, practical assessment and approval strategic plans, analysis and control of their implementation. The board of directors should lead the work on the formation of the strategic vision and mission of the corporation, the establishment of corporate goals, the development of corporate strategies, the analysis of the general situation in the industry, the definition marketing strategy, choice of directions of organizational development.

The key issue of building an organizational management mechanism is the design of corporate governance functions as the activities of the governing bodies that are necessary and sufficient to achieve corporate goals and the synergistic effect of the corporation. Management functions are reflected in organizational structure, fixing their distribution with the help of rights and responsibilities. Their implementation underlies the entire regulation of procedures, reflected in the system of organizational documents.

In our opinion, all corporate governance functions can be divided into system-wide and special ones. System-wide corporate functions cover the activities of a corporation as an integral system ( strategic management, organizational development management, management information development, control social development), and functional management is aimed at achieving corporate goals in specific areas: production, marketing, finance, innovative projects, staff. Therefore, the main components of the development of the organizational mechanism of corporate governance are development strategies, the formulation of the corporate mission, corporate policy in
functional areas, tree of corporate goals, system corporate functions in production, marketing, finance, innovation and personnel, a model for the distribution of corporate management functions between structural elements, corporate philosophy and culture.

Under the existing conditions, there have been changes not only in the setting of goals and objectives for the management of subsidiaries, but also in the forms of their organization. In contrast to Western practice, domestic enterprises display auxiliary and service units in the form of independent subsidiaries of economic entities, while maintaining the "affinity" of the company. "In this regard, the problems of managing subsidiaries are becoming more relevant.

Let us consider the work of the administration with subsidiaries using the example of OAO Gazprom.

The mechanism for exercising one's powers to participate in the management of activities of subsidiaries is defined in the Regulations "On the organization of work to represent the interests of OAO Gazprom" in the management bodies and audit commissions of the organization whose shares (shares, units) are owned by OAO Gazprom and its subsidiaries. societies, and strengthening control over their activities.

According to the Regulations, the interests of the Company in the bodies of investment objects are represented by the Chairman of the Board of the Company, his deputies, as well as other persons (representatives of the Company):

Exercising the rights of the Company at general meetings of shareholders (participants, shareholders) of investment objects, including on the basis of powers of attorney of the Company;

Elected to the boards of directors (supervisory boards), management boards and audit commissions of investment objects from among the candidates of the Company.

Decisions on the implementation by the Company of property investments are made by the General Meeting of Shareholders regarding:

Participation in holding companies, financial and industrial groups, other associations of commercial organizations;

Conclusion of transactions in which there is an interest, in the cases provided for in Article 83 federal law"On Joint Stock Companies";

conclusion of major transactions related to the acquisition and alienation of property by the Company, in the cases provided for by Article 79 of the Federal Law "On Joint Stock Companies".

Decisions on the implementation of property investments by the Company are made by the Board of Directors regarding:

Participation in other organizations, with the exception of cases referred in accordance with the Charter to the competence General Assembly shareholders of the Company;

Conclusion of transactions in which there is an interest, in the cases provided for by Chapter XI of the Federal Law "On Joint Stock Companies", with the exception of cases referred to the competence of the General Meeting of Shareholders of the Company;

Conclusion of major transactions related to the acquisition and alienation of property by the Company, in the cases provided for by Chapter X of the Federal Law "On Joint Stock Companies", except for cases referred to the competence of the General Meeting of Shareholders of the Company.

An important structural subdivision of the Company's administration, which is entrusted with control over ensuring the effectiveness of long-term investments in the relevant facilities, is the Property Management and Corporate Relations Department. Its main tasks

are:

Organization of management of property and other assets of the Company and its subsidiaries, including investment agreements, as well as their long-term investments in shares (participatory interests, shares) and joint activities, accounting for these long-term investments and monitoring their performance.

Organizational and methodological support for the management of the property of the Company and its subsidiaries, implementation of the strategy for managing the property and other assets of the Company and its corporate policy;

Coordination and organizational and methodological support of work on state registration the rights of OAO Gazprom and its subsidiaries to facilities real estate, including land plots;

W - ensuring work with shareholders of the Company, carrying out the corporate image policy of the Company, implementation of charitable and sponsorship programs.

As the legal foundations are being formed in Russia market economy objectively, there is a need to create in corporations a special mechanism for protecting the interests of the corporation by purely legal methods. In this regard, JSC "Gazprom" has a Regulation on the organization of work under the

comprehensive protection of the interests of OAO Gazprom and its subsidiaries in administrative and judicial procedures.

This provision clearly traces the course towards ensuring the effectiveness of work to protect the rights and legitimate interests of Gazprom and its subsidiaries. For example, the heads of subsidiaries and organizations of Gazprom must, by order, immediately inform the Legal Department of the Company about court cases in which the subsidiary participates as a party. These are the following cases:

The value of the claim is 0.3 percent of the balance sheet value of the subsidiary's assets, or exceeds the equivalent of USD 500,000;

The subject of the dispute is the shares owned by the subsidiary, shares in the charter capitals of other companies;

The subject of the dispute is the property that ensures the functioning of the Unified Gas Supply System, transferred to the subsidiary for possession and use, or owned by the subsidiary;

The subject of the dispute is the rights to use subsoil plots granted to the subsidiary;

Applications for declaring a subsidiary company bankrupt;

Filing other claims that can have a significant impact on the results of the economic activities of a subsidiary.

Thus, the organizational and economic mechanism of management in corporate structures includes a set of processes that make up direct management. It represents the target

The first, interconnected internal control device, both through direct intervention and administration of vertical hierarchical relations, and indirect regulation of relations using the economic laws of a market economy.

The organizational and economic mechanism is a derivative category in relation to management as a social phenomenon and serves as a means of its implementation. The essence of this concept is that it integrates the main elements of control, allows you to reveal their interdependence and the order of implementation. We can say that the organizational and economic mechanism is the link between management theory and management practice. In this sense, a necessary condition for the dynamic and efficient functioning of the gas industry is a systematic approach to the development of the organizational, economic and legal mechanism of corporate governance, which is inextricably linked with the management of subsidiaries.

OAO Gazprom is carrying out legal work to improve the efficiency of interaction with subsidiaries, an institute of the Company's representatives has been created, whose activities are related to participation in the work of management bodies and audit commissions of investment objects and is aimed at increasing the efficiency of the Company's investments, improving the financial condition and results of economic and economic activity of the investment object, as well as achievement of the goals of the Company's participation in the investment object.

At the same time, there are problems in corporate governance that are associated with the assessment of the activities of subsidiaries by the representatives of the Company: poor use of the results of the financial and economic activities of the investment object; incomplete accounting of performance indicators and

other goals determined by the Company at the stage of making a decision on investment; untimely settlements in the investment object for dividends and

payment of other income due" to the Company in connection with participation in the investment object.

That Gazprom "de facto" private company, we guessed for a long time. And now let's see what Gazprom is "de jure" ...
Info taken from the official website of Gazprom http://www.gazprom.ru/investors/stock/
Here's what happens:
Of the hundred percent of Gazprom's shares, there are no doubts that private owners own:
25.6% - other persons (it is clear who - private traders)
23.4% - owners of American depository receipts (ADRs) of Gazprom, traded on the US stock exchanges (presumably - private traders). ADRs are shares of non-state companies held and traded by state banks.
Owned by private owners under "doubt":
10.7% of the shares of Gazprom, which are owned by OJSC Rosneftegaz (yaplakal, registered by OJSC Rosneftegaz in the Tver region in the village with the symbolic name BIG PEREMERKI (oh, and Satanists love symbolism), the main type of activity (but they didn’t guess, not oil and not gas, but), "management activities securities". You can check here http://www.skrin.ru/issuers/RABPT/
Now, taking into account the fact that 50% + 1 share of Gazprom's shares, in order for it to be considered a state-owned company, must be in the hands of the state (including the owner of Gazprom's shares, OJSC Rosneftegaz, in which the controlling stake (not to mention 51% , and not even 50% + 1 share, but a controlling stake, which can be 30 and 25 and even 20%) should be owned by the state.) everything is FORMALLY observed. (38.373% of the shares of the Federal Property Management Agency + 10.740% of the shares of Rosneftegaz + 0.889 shares of Rosgazifikatsiya) Yes, not all. Because if in OJSC Rosneftegaz (with the same situation with Rosgazifikatsiya) the state owns a controlling stake of (let's say) 30% and this stake is actually a control one, then Rosneftegaz is ALL THE SAME PRIVATE COMPANY, because. 70% of it is in private hands. Fershtein? I did not see the composition of the shareholders of Rosneftegaz, because. it is not disclosed, but it is ready to give a hand in cutting off if the size of the controlling stake of the state in Rosneftegaz suddenly turns out to be more than 49%, i.e. at least 51% of Rosneftegaz is in the hands of private owners and, therefore, de facto, it is a private company.
Now let's summarize:
Private traders and private owners of American depository receipts of Gazprom for a couple, own 49% of Gazprom's shares, plus, formally private with a controlling stake in state ownership of OJSC Rosneftegaz (from Big Peremerki, Tver region Ha-Ha-Ha !, engaged in depository activities ("I obosrus") owns another 10.7%, plus the bribed or lobbied interests of private owners (who doubts this?) in the Federal Property Management Agency, which owns 38.37% of Gazprom's shares.
Now, after this brief review, I am completely “convinced” that Gazprom Super Duper is a “state company” ... In addition, in the new June Gazprom charter, which can be viewed on the above official website of Gazprom, there is no mention of a mandatory state share at all and/or at least a mandatory controlling stake, which must be owned by the state in OAOs owning Gazprom shares.
So don't let the authorities stuff people's brains with fables that "What's good for Gazprom is good for Russia"... Gazprom is a private company whose interests have little, if anything, to do with the interests of the people. Manipulators rule!

The composition of the Board of Directors of the Company ensures the most efficient implementation of the functions assigned to it. The composition of the Board of Directors is elected in the amount of 13 people. In accordance with the share capital structure (95.68% of the total number of ordinary shares belong to PJSC Gazprom), the vast majority of members of the Board of Directors of PJSC Gazprom Neft are elected on the proposal of the controlling shareholder, PJSC Gazprom. Of the 13 members of the Board of Directors, 10 are non-executive directors representing a key shareholder, 2 are independent directors, and 1 is an executive director of the Company. Gazprom Neft is guided by the independence criteria enshrined in the Corporate Governance Code of the Central Bank of the Russian Federation (Bank of Russia). The composition of the Board of Directors is balanced in terms of whether its members have the key skills necessary for effective work and the duration of their work on the Board. Members of the Board of Directors have skills in the field of strategic management, corporate governance, corporate finance, risk management, accounting, as well as knowledge specific to the Company's field of activity.

The current structure of the Board of Directors ensures an appropriate level of independence of the Board of Directors from the Company's management, which allows for proper control over its work. Gazprom Neft ensures a transparent procedure for electing members of the Board of Directors, namely:

• The Company provides shareholders with the opportunity to nominate candidates to the Board of Directors within two months (legislation provides for one month);
• The Company discloses in advance information about the current composition of the Board of Directors, about candidates for the Board of Directors;
• The Company regularly interacts with the depositary bank - the issuer of depositary receipts;
• when electing members of the Board of Directors, the Company applies the principle of cumulative voting and explains its procedure;
• The Company announces the results of voting on issues indicating the quorum and those who voted for each voting option;
• The Company publishes the minutes of General Meetings of Shareholders on the official website of Gazprom Neft.

All members of the Board of Directors have a high professional reputation, significant work experience in the Company and, in the performance of their functions, interact with the Company's management, its structural divisions, as well as with the registrar and auditor.

Balance of the Board of Directors by age composition (persons) Source: Company data

Key competencies of the Gazprom Neft Board of Directors Source: Company data

Length of service on the Board of Directors (years)	Length of service on the Board of Directors	Member of the Board of Directors	Strategy	Finance and audit	Oil and gas	Law and corporate governance	Management of risks	Public and government relations
	since 2005	Miller A. B.
	since 2005	A. V. Kruglov
	since 2005	Seleznev K. G.
	since 2007	Golubev V. A.
	since 2007	Dyukov A.V.
	since 2008	Dubik N. N.
	since 2009	Alisov V.I.
	since 2011	Cherepanov V.V.
	since 2012	Mikhailova E. V.
	since 2012	Serdyukov V.P.
	since 2013	Sereda M. L.
	since 2013	Fursenko S. A.
	since 2014	Garaev M. M.

The quantitative composition of the Board of Directors optimally corresponds to the current goals and objectives of the Company, as well as industry practice, and allows to ensure the necessary balance of competencies among the members of the Board of Directors.

Simultaneous participation of members of the Board of Directors in the work of several Boards of Directors of other companies did not affect the effectiveness of their functions and tasks in the work of the Board of Directors of Gazprom Neft PJSC.

The election of members of the Board of Directors is carried out through a transparent procedure that allows shareholders to obtain information about candidates sufficient to form an idea of ​​their personal and professional qualities. Information about candidates to the Board of Directors is communicated to interested parties immediately after the minutes of the meeting of the Board of Directors where the this question, by publishing a material fact. Subsequently, full information about the candidates is posted on the Company's website in Russian and English 30 days before the General Meeting of Shareholders, the agenda of which includes the issue of electing the Board of Directors.

Balance of the Board of Directors by composition of directors

Chairman of the Board of Directors

Born in 1962
Graduated from the Leningrad Financial and Economic Institute. N. A. Voznesensky.
Since 2001, he has been the Chairman of the Management Board of PJSC Gazprom.
Since 2002, he has been Deputy Chairman of the Board of Directors of PJSC Gazprom.
Candidate of Economic Sciences.

• since 2003 Chairman of the Board of Directors of Bank GPB (JSC);
• since 2003 Chairman of the Board of Directors of SOGAZ JSC;
• since 2007 Chairman of the Board of the non-state pension fund GAZFOND;
• since 2007 Chairman of the Board of Directors of JSC Gazprom-Media Holding;
• since 2008 Chairman of the Board of Directors of Shtockman Development AG;
• since 2010 Chairman of the Supervisory Board of Gazprom Neft International S.A.;
• since 2012 Chairman of the Board of Directors of OAO Russian Hippodromes;
• since 2013 member of the Supervisory Board of the non-profit partnership for the development of international research and projects in the field of energy "Global Energy";
• since 2013 Chairman of the Board of the Association of Equipment Manufacturers "New Technologies in the Gas Industry";
• since 2013 member of the Board of Trustees of the State Budgetary Educational Institution of Higher Professional Education “Moscow State University named after M.V. M. V. Lomonosov”;
• since 2014 Chairman of the Board of Trustees of St. Petersburg State University of Economics;
• since 2015 member of the Board of Trustees of the Federal State budget institution"Russian Academy of Education";
• since 2016 President, Chairman of the Board, Chairman of the Presidium of the International Business Congress (IBC) e.V. (“International Business Congress (IBC)”).

Member of the Audit Committee of the Board of Directors

Born in 1952
Graduated from the Leningrad Electrotechnical Institute. V. I. Ulyanov (Lenin), Academy of National Economy under the Government of the Russian Federation.
Since 2006, he has been Deputy Chairman of the Management Board of PJSC Gazprom.
Candidate of Economic Sciences.
Positions held in other organizations:

• since 2005 Chairman of the Board of Directors, member of the Board of Directors of OAO Volgogradneftemash;
• since 2006, First Vice President, member of the Supervisory Board of the non-profit partnership Russian Gas Society;
• since 2006 member of the Supervisory Board of KazRosGas LLP;
• since 2007 Chairman of the Supervisory Board of Moldovagaz JSC;
• since 2007, member of the Board of LLC International Gas Transportation Consortium;
• since 2007, member of the Board of Directors of PJSC Mosenergo;
• since 2007 Chairman of the Board of Directors of Gazprom Armenia CJSC;
• since 2009 co-chairman of the PSA Supervisory Board, member of the Board of Directors of Sakhalin Energy Investment Company Ltd;
• since 2009, member of the Board of Directors of OAO Gazprom-South Ossetia;
• since 2012 member of the Supervisory Board of Gazprom Neft Finance B.V.;
• since 2016, member of the Board of Directors of JSC Moscow Energy Exchange.

Share in the authorized capital as of December 31, 2016 Does not have

Member of the Human Resources and Remuneration Committee of the Board of Directors

Born in 1969
Graduated from St. Petersburg Technological Institute of Refrigeration Industry.
Since 2004, he has been Deputy Chairman of the Management Board of PJSC Gazprom.
From 2004 to 2015, Head of the Financial and Economic Department of PJSC Gazprom.
Doctor of Economic Sciences.
Positions held in other organizations:

• since 2003 Chairman of the Board of Directors of OAO Belgazprombank;
• since 2003 member of the Board of Directors of Bank GPB (JSC);
• since 2004, member of the Board of Directors of OAO Vostokgazprom;
• since 2006, member of the Board of Directors of SOGAZ JSC;
• since 2009 Chairman of the Supervisory Board of Gazprom EP International B.V.;
• since 2009, member of the Board of Directors of OOO Gazprom investproekt;
• since 2010, Deputy Chairman of the Board of Directors of Overgas Inc. JSC;
• since 2010 member of the Supervisory Board of Gazprom Neft Finance B.V.

Share in the authorized capital as of December 31, 2016 Does not have

Born in 1967
He graduated from the Leningrad Order of Lenin Shipbuilding Institute. In 2001 he received an IMISP MBA degree.
Since December 2007, he has been Chairman of the Management Board and CEO of Gazprom Neft PJSC.
Positions held in other organizations:

• since 2005 Chairman of the Board of Directors, Deputy Chairman of the Board of Directors of PJSC SIBUR Holding;
• since 2008 Chairman of the Board of Directors, President of JSC Football Club Zenit;
• since 2007 member of the Board of Directors, Chairman of the Board of Directors of JSC MFC Lakhta Center;
• since 2009, member of the Board of Directors of OOO National Oil Consortium;
• since 2010, member of the Board of Directors of ZAO Hockey Club SKA;
• since 2012 member of the Board of Directors of Hockey City LLC.

Share in the authorized capital as of December 31, 20160.005357244% (254,003 units)

Chairman of the Audit Committee of the Board of Directors

Born in 1970
Graduated from St. Petersburg State University of Economics and Finance.
Since 2002, he has been a member of the Board of Directors of PJSC Gazprom.
Positions held in other organizations:
Since 2004, he has been working as Deputy Chairman of the Management Board - Head of the Management Board Administration of PJSC Gazprom.
Positions held in other organizations:

• since 2002 member of the Council of WIEH GmbH & Co. KG;
• since 2002 member of the Board of Wingas GmbH;
• since 2002 member of the Board of Directors, Chairman of the Board of Directors of Gazprom (Yu.K.) Limited;
• since 2002 member of the Board of Directors, Deputy Chairman of Bank GPB (JSC);
• since 2002 member of the Board of Directors, Chairman of the Board of Directors of OAO Vostokgazprom;
• since 2003 member of the Board of CJSC Panrusgaz;
• since 2003 member of the Board of Directors, Chairman of the Board of Directors of JSC Centerenergogaz, PJSC Gazprom;
• since 2004 Chairman of the Board of Directors of OAO Tomskgazprom;
• since 2005 member of the Board of Directors, Chairman of the Board of Directors of OAO Gazpromtrubinvest;
• since 2007, member of the Board of Directors of OAO Gazprom Space Systems;
• since 2014, member of the Board of Directors of OAO Gazpromtrubinvest;
• since 2015 member of the Board of Directors, Chairman of the Board of Directors of Gazprom Marketing and Trading Limited;
• since 2015, member of the Board of Directors of Gazprom Marketing and Trading Singapore Ltd;
• since 2015, member of the Board of Directors of Gazprom Global LNG;
• since 2015 member of the Supervisory Board of Gazprom Germania GmbH;
• since 2015 President of the Administrative Council of Gazprom Schweiz AG;
• since 2016, member of the Board of Directors of Gazprom Austria GmbH;
• since 2016 President of the Administrative Council "WIEE AG".

Share in the authorized capital as of December 31, 2016 Does not have

Born in 1974
Graduated from the Baltic State Technical University. D. F. Ustinova, St. Petersburg State University.
Since 2002, Head of the Department of PJSC Gazprom, in charge of marketing, processing of gas and liquid hydrocarbons.
Since 2003, he has been a member of the Management Board of PJSC Gazprom.
Since 2004 CEO LLC "Gazprom Mezhregiongaz"
Candidate of Economic Sciences.
Positions held in other organizations:

• since 2003 member of the Board of Directors, Chairman of the Board of Directors of JSC Latvijas Gāze;
• since 2003 member of the Supervisory Board of KazRosGas LLP;
• since 2003, member of the Board of Directors of OAO Vostokgazprom;
• since 2004, member of the Board of Directors of OAO Tomskgazprom;
• since 2006, member of the Board of Directors of JSC Football Club Zenit;
• since 2006, member of the Supervisory Board of the non-profit partnership "Russian Gas Society";
• since 2007 Chairman of the Board of Directors of PJSC Mosenergo;
• since 2008 Chairman of the Board of Directors of OAO Territorial Generating Company No. 1;
• since 2010 member of the Board of Directors of Bank GPB (JSC);
• since 2011, member of the Board of Directors of JSC JSB RUSSIA;
• since 2011 member of the Supervisory Board of Gazprom Neft Finance B.V.;
• since 2013 member of the Supervisory Board of JSC All-Russian Bank for the Development of Regions.

Share in the authorized capital as of December 31, 2016 Does not have

Born in 1977
Graduated from the Moscow State Industrial University with a degree in jurisprudence, received a master's degree in business administration from the Academy of National Economy under the Government of the Russian Federation.
Since 2011, Head of Department at PJSC Gazprom, in charge of property management and corporate relations.
Since 2003, Deputy General Director for Corporate and Property Relations (part-time) of OOO Gazprom Mezhregiongaz.
Since 2012, Member of the Management Board of PJSC Gazprom.
Positions held in other organizations:

• since 2009, member of the Board of Directors of JSC Gazprom Gazenergoset;
• from 2012 to April 2017, member of the Board of Directors of OOO Gazprom investproekt;
• since 2012, member of the Board of Directors of PJSC Mosenergo;
• since 2012, member of the Board of Directors of OJSC Severneftegazprom;
• since 2012 member of the Board of Directors of CJSC Leader;
• since 2012, member of the Board of Directors of OOO Gazprom Gas Engine Fuel;
• since 2016 member of the Board of the NPF GAZFOND fund;
• since 2016 Member of the Board of AS Conexus Baltic Grid.

Share in the authorized capital as of December 31, 2016 Does not have

Member of the Audit Committee of the Board of Directors,
Chairman of the Human Resources and Remuneration Committee of the Board of Directors

Born in 1971
Graduated from Moscow State University. M. V. Lomonosov, Academy of National Economy under the Government of the Russian Federation (MBA).
Since 2008, Member of the Management Board of PJSC Gazprom.
From 2008 to March 2017, Head of Department at PJSC Gazprom, supervised legal issues.
Since March 2017, First Deputy General Director of Gazprom Export LLC.
The honorary title "Honored Lawyer of the Russian Federation" was awarded.
Positions held in other organizations:

• since 2006 member of the Supervisory Board of JSC "Moldovagaz";
• since 2008 member of the Supervisory Board of EvroPolGAZ JSC;
• since 2008 member of the Board of Directors of OOO Lazurnaya;
• since 2008, member of the Board of Directors of JSC Gazprom-Media Holding;
• since 2008 member of the Board of Directors of Shtokman Development AG;
• since 2009 member of the Supervisory Board of OAO Gazprom transgaz Belarus;
• since 2010 member of the Supervisory Board of Gazprom Neft International S.A.;
• since 2012, member of the Board of Directors of OOO Gazpromneft-Sakhalin;
• since 2013 member of the Board of JSC “Latvijas Gāze”;
• since 2014, member of the Board of Directors of Gazprom Armenia CJSC;
• since 2015, member of the Board of Directors of Gazprom Marketing and Trading Ltd;
• since 2015 member of the Advisory Board of GAZPROM Germania GmbH;
• since 2015 member of the Administrative Council of Gazprom Schweiz AG;
• since 2016 Managing Director of GAZPROM Germania GmbH;
• since 2016 Member of the Board of AS Conexus Baltic Grid;
• since 2016 Member of the Board of Directors of Gazprom Marketing & Trading Singapore PTE Ltd.;
• since 2016 member of the Administrative Council of Gazprom Marketing & Trading Switzerland;
• since 2016 member of the Board of Directors of Gazprom Global LNG Ltd.;
• since 2016 member of the Administrative Board of WIEE AG.

August 31, 2017, 09:39

The conference was attended by 145 delegates from 24 structural divisions of the enterprise.
In the agenda of the conference of the labor collective, the main issue was summing up the results of the implementation collective agreement Companies in the 1st half of 2017.

The work of the conference was preceded by considerable preparation - conferences and meetings of labor collectives were held in all divisions and branches, a preliminary analysis of the results, as well as the draft charter of the United Primary Trade Union Organization of Gazprom Transgaz Kazan Trade Union LLC were brought to the attention of trade union members at an expanded meeting of the trade union committee.

Venera Akhmetova, Deputy General Director of Gazprom Transgaz Kazan, spoke on the main issue on the agenda of the labor conference.

She briefly reported on the results of the production and economic activities of the enterprise, and also reported on the progress of the annual implementation of all social compensations, benefits and payments.

The stability of the labor collective was noted - staff turnover in the 1st half of 2017 amounted to 0.8 percent. Much attention was paid to the support of motherhood and childhood, the payment of benefits, compensation for the costs of health-improving and rehabilitation treatment of employees and their families. The volumes of work on material assistance, insurance, non-state pension provision, internal corporate training, as well as the implementation of a program to improve the living conditions of workers were noted.

VN Akhmetova drew attention to the successful implementation of corporate sports development policy. In each division of the Company, employees have the opportunity to engage in various sports - a training process is organized, athletes are provided with high-quality uniforms and sports equipment.

Much attention is paid to the creative development of employees and their families - in May 2017, the creative delegation of Gazprom Transgaz Kazan successfully performed in the final round of the Fakel corporate festival. Significant efforts are aimed at holding internal corporate events - they are regularly held cultural events for employees, their children, as well as for pensioners of the Company.

Maxim Andrianov, chairman of the trade union organization of Gazprom transgaz Kazan LLC, noted that the analysis of reports and indicators showed that the obligations of the parties are being fulfilled in full, the level social security of the Company's employees has significantly increased in a number of indicators.

Work on compliance with the norms established by the Collective Agreement by sections is carried out in the prescribed manner. The enterprise maintains a balance of working hours, wages are paid in accordance with labor legislation. Timely payment noted wages and a one-time incentive payment for vacation. For a number of reasons, employees were granted additional paid leave.

M.V. Andrianov drew attention to the statistics. So in the enterprise for half a year 46 employees got married, 210 children were born in the families of employees.
2,123 employees receive compensation for the cost of maintaining children in preschool educational institutions, 3077 pensioners received material assistance for their recovery.

In 2017, Gazprom transgaz Kazan paid great attention to the medical support of employees, organizing summer holidays for employees and their families. The second action on voluntary medical insurance was held in the Company's subdivisions in case of the need to provide high-tech medical services and the first stage of the Healthy Heart program was implemented.

It was also noted that the company is doing significant work to ensure safe and healthy working conditions, prevent accidents and incidents. 236 public commissioners, who have undergone appropriate training, are responsible for public activities to monitor the state of labor protection. Regular incoming control over the quality of the supplied overalls is carried out.

A large number of cultural and sports events and promotions were held for employees - Winter and Summer sports days of the Company, events dedicated to the Day of Defenders of the Fatherland and International Women's Day on March 8, Victory Day, Children's Day, Day of Oil and Gas Industry Workers, international day older people, for the New Year. Billiards and table tennis tournaments, youth conferences and events (including the Sviyazhsky Quest trial tour), tourist rafting, bicycle and motor races have become a good tradition.

In addition, from the trade union budgets of the primary trade union organizations, material assistance was additionally provided in connection with the birth of children, the first marriage, for the funeral of workers and their families, for the treatment of trade union members.
The Trade Union Discount program, which unites more than 70 partner enterprises, is effectively operating; a number of primary trade union organizations are successfully implementing pilot programs for preferential visits to cinema and theater and concert entertainment events and children's animation programs.

As a result of the conference, Director General of Gazprom transgaz Kazan LLC R.A. Kantyukov and chairman of the trade union organization of Gazprom transgaz Kazan LLC M.V. Andrianov signed a Resolution stating that the obligations of the Company’s Collective Agreement for the reporting period were fulfilled in full.

Then a trade union conference was opened. The issue on the agenda of the trade union forum was the approval of the charter of the United Primary Trade Union Organization Gazprom Transgaz Kazan Trade Union. From the statutory commission, the deputy chairman of the trade-union organization of the society A. B. Ermolaev spoke.

He reported that, in accordance with the provisions of the Charter of Neftegazstroyprofsoyuz and Gazprom Trade Union, significant work had been done to prepare the charter. Clarifications were made that characterize the features of Gazprom transgaz Kazan LLC, which is engaged in both gas transportation and operation of the gas facilities, as well as certain rules that allow the united primary trade union organization to take primary trade union organizations and individual employees of other subsidiaries and organizations of PJSC Gazprom for professional services .

The decision to approve the articles of association was adopted unanimously.

At the end, Rafkat Abdulkhayevich Kantyukov, General Director of Gazprom Transgaz Kazan, addressed the delegates. He noted that the fruitful interaction between the administration and the trade union organization of the Company allows to sufficiently ensure the coordination of the interests of employees and employers on all issues arising in the course of social and labor relations and determined further vectors of joint work.

At the end of the forum, in honor of the upcoming professional holiday, 25 employees of the Company were awarded high awards from a number of federal ministries and PJSC Gazprom.

Gazprom's mission is to efficiently and reliably supply consumers with high-quality natural gas and other energy resources, as well as their processed products. The main value and advantage of the company is its employees. Therefore, serious attention is paid to the creation of the most safe and comfortable working conditions.

Work at Gazprom. Salary

It is clear that people working in the field of extraction, processing and distribution of energy resources cannot earn little money a priori, so comparing their income with the salaries of state employees is meaningless. The salary of an engineer here will be many times higher than that of his colleague in another company.

The attractiveness of employment in one of the largest gas corporations in the world is determined, first of all, by high material income and social guarantees. According to statistics, every third Russian would dream of working at Gazprom, and the position does not really matter.

The payroll system established in 2013 will be in effect until 2018. According to her, Gazprom has the highest salaries in Russia. The salary of an engineer varies from 37,500 to 70,000 rubles. A novice specialist does not receive as much as people assume. But most of the salary consists of bonuses, bonuses and other additional payments.

Salary in numbers from the head of the corporation to the handyman

For 2016, according to the latest data, the monthly income of one of the most expensive and successful Russian managers and the head of Gazprom, Alexei Miller, is 12 million rubles. There are 17 leading managers in the company, and the average monthly income for each is more than 12.5 million rubles. Pretty impressive amounts, but ordinary hired workers have monthly salaries at Gazprom that are no less worthy.

• middle manager - 300,000 rubles;
• the head of the district administration - 100,000 rubles;
• head of the working section - 200,000 rubles;
• foreman of the foundry section - 80,000 rubles;
• secretary - 120,000 rubles;
• handyman - 80,000 rubles;
• cleaner - 25,000 rubles;
• cook - 35,000 rubles.

The amount of payments is affected by the position held, length of service and geographical location. Thus, the highest income among workers in the North of the country and employees in administration which is located in Moscow. Of course, for a region with a high standard of living, the salary will be higher than in the outback.

Focusing on the fact that the cost of living in each region of Russia is different, it is impossible to accurately determine the amount of income, but there is no significant difference, because salaries at Gazprom are strictly regulated by the staffing table. In total, the company employs 400,000 people.

Gazprom has the highest salaries

The average monthly income here has always been the highest in Russia. So, in 2015, Gazprom employees received 110,000 rubles, in 2012 - 95,000 rubles, in 2008 - 44,000 rubles.

The world-class gas giant provides a wide range of specialties for those who really want to work and believe that they will succeed. Competent specialists who have an interest and desire can count on getting a promising job.

Everyone understands that working in such a large company is a professional team, career, self-realization, confidence in the future and prestige.

Salaries at Gazprom are also indexed annually, according to inflation. For 2016, salary indexation was 7.5%.

Financial interest is strongly fueled by the company's reporting on deductions allocated to charitable foundations and on holidays, which, by the way, are held on a grand scale.

Stability and additional allowances

The company makes only "white" payments on time. Regardless of the amount of salary and position held, each employee receives annual paid leave, women maternity leave 3 years. The cost of holidays in the resorts of Russia, Belarus, Armenia is also reimbursed. Provided that no more than 92,000 rubles were spent on it.

Salaries at Gazprom can seriously increase due to bonuses and other special allowances and bonuses:

• for a birthday;
• on Defender of the Fatherland Day;
• on International Women's Day March 8;
• to the day of the gasman or oilman;
• bonus "for special services" - 250,000 rubles.

Starting from the age of 50, a monthly salary is added to the birthday.

Work in the North

Usually it's work on a rotational basis, and it is associated with difficult working conditions, therefore, in addition to regional coefficients, "polar" bonuses are charged to the salary. These additional payments are charged not at once and not to all. So, a newcomer will receive in addition to the basic salary only the district coefficient - 70%, and for each worked month, 10% of the "polar" allowances, that is, after 6 months - 60%.

Beginners will receive less than the same specialists, but with experience. Salaries at Gazprom in the North range from 87,000 to 188,000 rubles.

Crisis periods

Last year was not easy for Gazprom:

• oil prices fell;
• the exchange rate of the ruble fell against world currencies;
• reduced gas supplies to Ukraine and Europe;
• market has shrunk.

These events did not significantly affect income. Gas is imported abroad for foreign currency, and it is always growing. Therefore, in terms of Russian rubles, the average salary at Gazprom has not changed. Moreover, often the workers themselves, who receive 50-70 thousand rubles, complain that such a salary does not correspond to the difficult conditions in which they work. Also, according to employees, the social package is gradually being reduced. Payments for harmfulness were reduced, hourly production rates decreased.

Nevertheless, Gazprom is a vivid example of a stable and successful Russian company that has experienced both ups and downs in its history of development, but has achieved recognition at the global level.

The corporation has its own sports sections, medical institutions, kindergartens and schools for its employees, where they can use the services for free. Two years ago there were rumors about a serious staff reduction in the company by 15%. All these conjectures were refuted by Mr. Miller in 2016. Moreover, the head of Gazprom said that the state will, on the contrary, expand.

The company has enough resources to ensure a stable level of income for its specialists, who have been working for decades and are dedicated to their work.