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OJSC SURGUTNEFTEGAS (FRA:SGN) OJSC Surgutneftegas: Information statement on certain resolutions passed by the Board of Directors of OJSC 'Surgutneftegas'

Directive transparence : information réglementée

30/06/2017 08:41

OJSC Surgutneftegas / Miscellaneous - Medium Priority
OJSC Surgutneftegas: Information statement on certain resolutions passed by the Board of Directors of OJSC 'Surgutneftegas'

30-Jun-2017 / 08:41 CET/CEST
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The issuer is solely responsible for the content of this announcement.


Information statement [1]on certain resolutions passed by the Board of Directors of OJSC "Surgutneftegas"

The Board of Directors held the meeting on 29 June 2017.

According to the Charter the number of the members of the Board of Directors is 9 persons.
Eight members of the Board of Directors took part in the voting on Items No.1, 2, 3, 4, 5, 7. This meeting is competent to pass resolutions.
Resolutions on Items No.1, 2, 3, 4, 5, 7 are passed by 8 votes.
Seven members of the Board of Directors took part in the voting on Item No.6. This meeting is competent to pass resolutions.
The resolution on Item No.6 is passed by 7 votes.

Regarding Item No.1 of the agenda the Board of Directors resolved:
"1.1. To elect Erokhin Vladimir Petrovich the Chairman of the Board of Directors.
1.2. To set remuneration for the Chairman of the Board of Directors for the period when he/she acted as the Chairman of the Board of Directors in accordance with Appendix 1."

Regarding Item No.2 of the agenda the Board of Directors resolved:
"To elect Bogdanov Vladimir Leonidovich the Vice Chairman of the Board of Directors."

Regarding Item No.3 of the agenda the Board of Directors resolved:
"To elect the following members of the Board of Directors to the Audit Committee of the Board of Directors:
- Dinichenko Ivan Kalistratovich;
- Matveev Nikolai Ivanovich;
- Shashkov Vladimir Aleksandrovich."

Regarding Item No.4 of the agenda the Board of Directors resolved:
"To authorize V.L.Bogdanov, Director General of OJSC "Surgutneftegas", to conclude an audit agreement for 2017 results with LLC "Rosexpertiza" with the consideration based on the tariffs as agreed upon with LLC "Rosexpertiza"."

Regarding Item No.5 of the agenda the Board of Directors resolved:
"To approve amendments to the Regulations on the Corporate Secretary of OJSC "Surgutneftegas" in accordance with Appendix 2."

Regarding Item No.6 of the agenda the Board of Directors resolved:
"6.1. To take into consideration information that the member of the Board of Directors Dinichenko Ivan Kalistratovich is not a person associated with a significant shareholder of OJSC "Surgutneftegas", a significant contractor of OJSC "Surgutneftegas", a competitor of OJSC "Surgutneftegas", the state (the Russian Federation, a constituent territory of the Russian Federation) or municipalities;
6.2. To take into consideration information that I.K. Dinichenko is a person associated with OJSC "Surgutneftegas" because persons associated with him (daughters) are employed by OJSC "Surgutneftegas". At the same time there are no other criteria of association with OJSC "Surgutneftegas" in case of I.K.Dinichenko.
6.3. The resolution on recognizing I.K.Dinichenko as an independent member of the Board of Directors is based on the following circumstances:
6.3.1. Persons associated with I.K.Dinichenko, mentioned in Clause 6.2 of this resolution, hold the following positions in business units of OJSC "Surgutneftegas": operator of electronic color separation of Advertising and Publishing Information Center "Neft Priobya"; geologist I category of Tyumen Branch of Surgut R&D and Project Design Institute "SurgutNIPIneft". Executing professional duties by associated persons is not related to the execution of managing functions in OJSC "Surgutneftegas". The total amount of remuneration and other material benefits received from OJSC "Surgutneftegas" and organizations controlled by the Company by I.K.Dinichenko and persons associated with him for each of the last three years did not exceed a half of the basic annual remuneration of a member of the Board of Directors. Such association between I.K.Dinichenko and OJSC "Surgutneftegas" does not influence his ability to make objective independent and fair judgments that is proved by the analysis of his work as a member of the Board of Directors.
6.3.2. Work experience of I.K.Dinichenko as a member of the Board of Directors during 2014-2017 confirms that his stand on issues considered by the Board of Directors during the whole period when he performed his duties as a member of the Board of Directors is determined solely by his knowledge, experience and high professional qualities, and is objective and fair, independent from the influence of an individual executive body of OJSC "Surgutneftegas", certain groups of shareholders of OJSC "Surgutneftegas" or other stakeholders.
6.4. Taking into account the circumstances stated in Clause 6.3 of this resolution to recognize the member of the Board of Directors I.K.Dinichenko as an independent director, despite the fact of his formal association with OJSC "Surgutneftegas"."
Votes:
Bogdanov Vladimir Leonidovich "FOR",
Erokhin Vladimir Petrovich "FOR",
Krivosheev Viktor Mikhailovich "FOR",
Matveev Nikolai Ivanovich "FOR",
Raritsky Vladimir Ivanovich "FOR",
Usmanov Ildus Shagalievich "FOR",
Shashkov Vladimir Aleksandrovich "FOR".
Dinichenko Ivan Kalistratovich did not take part in the voting.
AGAINST - 0 votes;
ABSTAINED - 0 votes;
The resolution is passed unanimously."

Regarding Item No.7 of the agenda the Board of Directors resolved:
"To terminate participation of OJSC "Surgutneftegas" in Association of self-regulated organization "Alliance of energy facilities builders "Neftegazstroy-Alians" by cessation of being an incorporator (member)."

[1] This Statement is a disclosure of insider information



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Language: English
Company: OJSC Surgutneftegas
Grigoriya Kukuyevitskogo, 1, bld.1
628415 Surgut
Russia
Internet: www.surgutneftegas.ru
ISIN: US8688612048
Category Code: MSCM
TIDM: SGGD
Sequence No.: 4361

 
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