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Tatneft-3

Annual Report May 28, 2025

6410_10-k_2025-05-28_b27eec04-fd0f-42d3-ab26-a4c14ef0854a.pdf

Annual Report

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PJSC TATNEFT

APPROVED BY

named after V.D. Shashin

Annual Report

2024

TABLE OF CONTENTS

ABOUT THE REPORT3
ABOUT THE COMPANY
4
STRATEGIC REPORT
5
Message from the Chairman of the Board of
Directors5
Message from the General Director
5
Sustainable Development Strategy
6
Our Principles
6
2030 Strategy
6
Risk-based approach
6
Scenario Analysis7
KEY INDICATORS
8
Financial indicators8
Operating performance8
PERSONNEL9
Management System
9
Personnel Structure
11
Remuneration12
PRODUCTION SAFETY14
Management System
14
Hazard identification, risk assessment, and
incident investigation
15
Occupational and production safety16
CORPORATE GOVERNANCE19
Corporate Governance System19
Structure of Governance and Overseeing
Bodies
22
General Meeting of Shareholders23
Committees of the Board of Directors 31
Audit Committee
32
HR and Remuneration Committee
33
Sustainability and Corporate Governance
Committee
34
Corporate Secretary
35
Executive Bodies of the Company
36
Sole Executive Body
36
Collegial Executive Body. Management
Board
36
Motivation System for Members of
Governance Bodies
37
RISKS AND CONTROL
9
Management System
38
Risk management culture
40
Internal Control
41
Control Systems Efficiency Assessment
42
Internal Audit
42
External Audit
43
Revision Commission
43
BUSINESS ETHICS44
Values and Principles
44
Ethics
Committee
44
Insider Information Protection
45
Insider Information Protection Committee
45
Information Policy
46
Conflict of Interest
48
Anti-Corruption Policy
50
Information System
52
SHAREHOLDERS' EQUITY
54
Yield on Securities
56
Capitalization
56
Dividend policy
57
Shareholder and Investor Relations
58
Internal documents of the Company100
Forward-looking statements101

ABOUT THE REPORT

The PJSC TATNEFT named after V.D. Shashin Annual Report 2024 (hereinafter referred to as the Report) contains the main priorities, goals, objectives, key indicators and significant events, actions and plans of the Company.

This Report was generated for the period from January 1 to December 31, 2024, and includes information on the TATNEFT Group as a whole. The Report also includes data on significant events after the reporting period. The financial reporting period is an annual period that coincides with the Report period. The previous Report was disclosed on June 27, 2024.

The PJSC TATNEFT named after V.D. Shashin Annual Report 2024 was preliminary reviewed by the Board of Directors (Minutes No. 4-z dated 09.04.2025).

The Report is addressed to a wide range of stakeholders: shareholders and investors, representatives of state authorities, local self-government authorities, employees, partners and clients, public and environmental organizations, scientific and educational institutions, and the local population.

The key communication objective of the Report is the formation among stakeholders of the most complete understanding of the Company's activities, strategic plans, and the potential for their implementation, the results achieved, as well as the measures to improve the business efficiency, taking into account the aspects of sustainable development.

The Company has various channels for providing feedback. Suggestions on the Report are accepted via telephone and e-mail specified in the Contacts section. All messages are considered and taken into account when preparing the Report for the next period of activity. To avoid duplication of information, this Report provides links to other publicly available documents. Abbreviations and definitions of the concepts used are presented in the List of Abbreviations.

Scope of the Report

The Report contains the results of the activities of PJSC TATNEFT named after V.D. Shashin and the organizations included in the TATNEFT Group. The TATNEFT Group is formed in accordance with International Financial Reporting Standards (IFRS). The financial indicators are disclosed based on the consolidated financial statements of the TATNEFT Group under IFRS for 2024, which were audited by JSC Technologies of Trust – Audit in accordance with international auditing standards.

According to the Report text, the names and words "TATNEFT," "TATNEFT Group," "Company," "Group," and the pronoun "we" shall mean the aggregate of legal entities, including Public Joint Stock Company TATNEFT named after V.D. Shashin and the organizations controlled by it with direct and indirect participation in their authorized capital, forming the TATNEFT Group.

The name and words "PJSC TATNEFT named after V.D. Shashin," "PJSC TATNEFT," "Company" in the Report text shall mean PJSC TATNEFT named after V.D. Shashin as a separate legal entity.

ABOUT THE COMPANY

PJSC TATNEFT named after V.D. Shashin with its controlled companies (hereinafter referred to as the Company, Group, TATNEFT) is one of the largest oil companies in Russia. In 2025, the Company celebrates the 75th anniversary since the TATNEFT Association came to be. The oil field development divisions of the Company have more than 80 years of experience. Key production assets are located in Russia, primarily in the Republic of Tatarstan, ensuring an effective business infrastructure. The Company is headquartered in Almetyevsk, the Republic of Tatarstan, the Russian Federation.

The core operations are the exploration, development, production, refining and marketing of crude oil and petroleum products. The Company is also engaged in the following activities:

  • oil and gas field development
  • oil and gas refining
  • petrochemicals
  • retail sales network
  • power generation
  • mechanical engineering
  • composite materials
  • technology, engineering
  • biotechnological developments
  • tire business

Delivery of products >50 countries

Geography of shareholders >30 countries

The Company does not have a major controlling shareholder. The sole majority shareholder is the Government of the Republic of Tatarstan, which controls 34% of the authorized capital.

STRATEGIC REPORT

Message from the Chairman of the Board of Directors

In the context of ongoing global transformations of the world economy, the TATNEFT Group completed 2024 with positive final results. The experience and professionalism of our team allows us to overcome the most difficult challenges and consistently follow the course of increasing shareholder value.

Our stability is based on the corporate values and the principles of responsible business. The Company accepts the commitments in the field of human rights, labor, environment and anti-corruption, reflected in the 10 Principles of the UN Global Compact, and strives to ensure that shareholders, partners, suppliers and contractors also adhere to these Principles, creating a culture of integrity and responsibility.

The Company's short-term and long-term growth prospects are based on effective governance, environmental stewardship and respect for human rights in all aspects of our operations. We constantly improve processes along the entire value chain: increasing productivity, using resources rationally and developing a culture of energy efficiency and energy saving.

The key to ensuring a sustainable future is the sustainability of our production processes and social initiatives. We strive to minimize the negative impact on nature by implementing the best solutions and complying with environmental protection standards.

Our responsibility to future generations inspires us to continuously search for innovative solutions that improve the efficiency of our activities.

The Company's strategic priorities are consistent with the UN Sustainable Development Goals. We develop recycling of secondary raw materials, form a circular economy model and produce products with a minimal carbon footprint. The ecosystem of social partnership and social investment we have created lays a solid foundation for the well-being of future generations.

Dear shareholders, partners and colleagues, I sincerely thank you for your trust and support as they are the key factors in TATNEFT's success. In its turn, the Board of Directors will continue to integrate sustainable development goals into the corporate strategy, set ambitious goals for the team, creating new opportunities for the Company's growth and the development of human resources in the industry. I am confident that together we will reach new heights and make a significant contribution to economic prosperity, environmental protection, and improving the quality of people's lives.

Message from the General Director

The modern world is in the process of profound transformation, where geopolitical challenges and macroeconomic shifts require from us not only flexibility, but also strategic foresight. Despite the difficulties, the TATNEFT Group has confirmed the reliability of its business model, relying on the professionalism of the team and commitment to the principles of sustainable development.

We continued to integrate ambitious environmental and social goals into our corporate strategy, in line with the principles of the UN Global Compact. Our Mission reflects our wish to maintain a balance between economic efficiency and business responsibility.

We are developing a circular economy, increasing the share of recycling, and introducing technologies for the production of products with minimal impact on the climate. The Company's efficiency is increased through digitalization of processes and rational use of resources. Our large-scale social investments in the development of the regions where we operate create the foundation for the well-being of future generations.

But we also recognize the challenges: the transition to a low-carbon economy requires significant investment, and geopolitical instability impacts logistics. Our response is the implementation of innovations, the development of new growth opportunities, and the deep integration of responsible business principles into all processes. For us, sustainable development is not a trend, but a duty. We minimize the man-made impact on the environment, restore ecosystems, and develop dialogue with local communities.

The achievements of TATNEFT are the result of the efforts of each and every one of us. Thanks to our employees for their dedication, our partners for their trust, and our investors for their support in implementing bold ideas. I am confident that through joint efforts we will continue to transform challenges into opportunities and our resources into the energy of progress.

Sustainable Development Strategy

Our Principles

The Company's strategy includes sustainable growth and provision of favorable economic and social conditions for business development based on the most efficient use of all types of resources and creating value for stakeholders at each stage of activity. The Company recognizes the global challenges, problems and trends related to aspects of sustainable development, adhere to the provisions of the UN Global Compact, the UN Principles for Responsible Investment (PRI), the UN Sustainable Development Goals, the United Nations Environment Program (UNEP), the G20/OECD Fundamental Principles of Corporate Governance and the Social Charter of Russian Business, the RSPP Approaches to the Formation of National Indexes of Corporate Sustainability, Responsibility and Openness for Sustainable Development.

Our stability is based on the corporate values and the principles of responsible business. The Company accepts the commitments in the field of human rights, labor, environment and anti-corruption, reflected in the 10 Principles of the UN Global Compact, and strives to ensure that shareholders, partners, suppliers and contractors also adhere to these Principles, creating a culture of integrity and responsibility. The Company's mission, its values, as well as goals and strategic principles are in line with the 17 UN Sustainable Development Goals (SDGs). Taking into account the directions of its activity, the Company pays most of its attention to those areas and focus of UN SDGs that it can implement as efficiently as possible by managing its capabilities and resources. We cooperate closely with stakeholders in taking effective actions to achieve the UN SDGs and also adhere to the principle of precaution, taking measures in advance to prevent and mitigate potential adverse consequences in all areas of business.

2030 Strategy

In 2022, the Company's Board of Directors approved an updated Group Development Strategy until 2030, which sets achieving carbon neutrality by 2050 as one of the main objectives. In 2023, the Board of Directors of PJSC TATNEFT approved the Mission and Vision of the TATNEFT Group, reflecting the Company's commitment to a sustainable future and effective solutions.

MISSION AND VISION

2030 STRATEGY LONG-TERM SUSTAINABILITY Climate impact reduction and carbon neutrality by 2050 (Scope 1 and 2) 14% by 2025 30% by 2030 Technological sovereignty Production independence from disruptions in import supplies 100% Development of internal integration and synergy Ensuring vertical integration of core businesses 50% Diversification Share of non-fuel businesses in operating profit by 2030 20% SOCIO-ECONOMIC DEVELOPMENT Investments in production >RUB 160 bln per annum Investments in ecology and environment >RUB 10 bln per annum Social investments ~RUB 20 bln per annum Creation of new jobs >5 000 by 2025 Tax payments to budgets of all levels >700 bln per year TOTAL SHAREHOLDER RETURN Capitalization growth USD 36 bln by 2030 ALIGNMENT WITH OBJECTIVES OF INDUSTRY STRATEGIES IN RF Contribution to the achievement of the industry strategy

Risk-based approach

The changed external environment requires us to be more proactive in assessing the Company's strategic risks, primarily those relevant for the next three years. The Company assesses and ranks risks by business area on a quarterly basis and works to mitigate potential negative consequences.

In setting ambitious long-term goals, the Company considers some of the most pressing external challenges to be:

  • High volatility of oil prices and restrictions in export markets;
  • Escalating competition of producers in the markets, resulting from technology development;
  • Intensification of non-competitive economic warfare methods due to the sanctions policy of unfriendly countries;
  • Slowing the growth and changing the structure of global energy demand, including the gradual replacement of hydrocarbons with other types of energy;
  • Discrimination of Russian fuel and energy companies in foreign markets due to regulatory changes, including under the pretext of climate and environmental policy;
  • Challenges related to the need to develop technological and raw material sovereignty;
  • Risks associated with human rights violations throughout the supply chain and in the regions of operation.

The Strategy provides an exhaustive list of steps to reduce the impact of external threats and challenges.

Scenario Analysis

Sustainable development planning requires a comprehensive approach that includes assessing risks and opportunities at all stages, from project development to its implementation and operation. The use of a scenario-based approach allows for adaptation to changing market conditions and consideration of potential changes in energy demand. Testing policy options for resilience under different scenarios, including achieving the goals of the Paris Agreement, helps not only to minimize the risks associated with climate change, but also to identify new opportunities for growth and innovation.

The Company's strategic option has been developed taking into account fundamental global trends in the external environment that may influence the achievement of the Group's strategic goals and the future profile of the Company.

The Baseline Scenario of the Strategy 2030 is based on the social economic development of the Russian Federation as forecasted by the Ministry of Economic Development. The Scenario assumes a continuation of the gradual energy transition: oil and gas will remain the main sources of global primary energy consumption until 2050, but the share of coal and oil in the global energy mix will gradually decrease, while demand for natural gas and renewable energy sources will increase.

The Climate Scenario is based on the International Energy Agency's Net Zero Greenhouse Gas Emissions by 2050 scenario and combines features of a long-term global recession and an accelerated energy transition against the backdrop of tightening climate policy. The Scenario meets the goals of the Paris Climate Agreement and assumes achieving "net zero emissions" of greenhouse gases worldwide by 2050. It is expected that climate regulation will be actively developed in the Russian Federation, neighboring regions, and major export markets.

The High Oil Price Scenario is based on the International Energy Agency's Commitments scenario and shows the dynamics of global energy development in the absence of tightening climate regulation and the emergence of new environmental initiatives. It is assumed that oil prices will be supported on the demand side by a slowdown in the energy transition, and on the supply side by the inability of leading producers to significantly increase production volumes due to underinvestment in the oil sector over recent years.

The results of stress testing of the Group's financial indicators in the climate scenario indicate an acceptable level of impact of climate risks on the Company's value compared to the baseline scenario. The Company will continue to work on improving the resilience of its asset portfolio to the climate scenario.

The implementation of Strategy 2030 generally meets the challenges associated with the climate agenda; the Company continues to diversify its business with a focus on long-term sustainability and reducing the carbon intensity of the business. The Group's long-term goal setting is based on the vector of the Company's carbon neutrality in terms of controlled greenhouse gas emissions.

KEY INDICATORS

Financial performance

Profit attributable to shareholders, RUB billion

2024 2023 2022
306 288 285

EBITDA, RUB billion

2022 2023 2024
447 392 478

Free cash flow, RUB billion

2022 2023 2024
197 103 254

Taxes and social contributions to the budget, RUB billion

2022 2023 2024
607 579 742

Operating performance

Oil production, million tonnes

2022 2023 2024
29.1 28.45 27.28

Gas production, million m3

2024 2023 2022
871 921 935

Petroleum product output, million tonnes

2024 2023 2022
17.1 16.9 16.0

Gas product output, million tonnes

2022 2023 2024
1,04 1,096 0,955
2024 2023 2022
235.8* 287.5 184.4
2022 2023 2024
27.6 25.9 25.2

Adjusted EBITDA, RUB billion

2024 2023 2022
484 414 475
Revenue (excluding financial services), RUB billion
2022 2023 2024
1
427
1
589
2
030

Average daily oil production, thousand barrels per day

2024 2023 2022
531 555 568

Average daily gas production, thousand barrels of oil equivalent a day

2022 2023
2024
15 15
14

Oil refining, thousand barrels per day

2022 2023 2024
324 342 341

Consolidated financial statements in accordance with International Financial Reporting Standards with an independent auditor's report as of 31.12.2024.

*Including well intervention and workover expenses

PERSONNEL

The Company recognizes the importance and value of fundamental human rights and freedoms in the world of work: freedom of association, the right to conclude collective agreements, labor rights and the right to health care.

The full functioning and stable development of the Company is the merit of its employees only. The high level of the competence of employees, their commitment to corporate values, responsibility and integrity are the key to successful activities and development of the Company. A competently implemented corporate culture helps to create a cohesive business team — professionals aimed at achieving the goals set by the Company's management.

The Company is a responsible employer, provides high-quality and safe working conditions at all enterprises of the TATNEFT Group, adheres to the principle of gender equality and equal opportunities, maintains a decent level of remuneration and provides reliable social guarantees to employees and social support to their families.

The Company pursues an honest, fair and open policy towards its employees. The opportunity for professional and career growth is provided to all employees and career growth depends primarily on the level of development of competencies and personal performance indicators. The Company makes its best to create an effective system of financial and non-financial remuneration of employees, which allows assessing objectively the contribution of each employee, to attract the most qualified employees, to stimulate the development and professional growth of employees.

Management System

The principles of the Company in personnel management are based on maintaining a working environment without restrictions on national, gender, age, religious and other grounds. Taking care of the population living in the region of presence is one of the priority tasks. The Company is committed to developing an inclusive environment for people with disabilities in the workplace and in the infrastructure of cities and towns.

In matters of personnel management, the Company follows the norms of both the Russian and international law and does not use forced, compulsory or child labor. Child labor is never and under no circumstances used by the TATNEFT Group. The Company assesses its activities in the field of human rights in the course of regular assessment of corporate practices, including in the form of management self-assessment.

The personnel management system is regulated by the following documents:

  • Human Resources Policy
  • Comprehensive personnel assessment standard
  • Personnel training and development standard
  • Hiring and transferring personnel to other jobs standard
  • Personnel Adaptation Standard
  • Personnel Certification Standard
  • Work with the personnel reserve standard
  • Regulations on the basic remuneration management
  • Internal labour regulations
  • Procedure for providing employees with vacations and other types of rest
  • Collective agreement of PJSC TATNEFT

The HR management strategy of the TATNEFT Group until 2025 includes current trends and challenges, targets and strategic priorities. The strategy provides for:

  • implementation of activities and projects aimed at improving the efficiency of personnel selection, hiring and development processes;
  • strengthening compensation programs, benefits and guarantees;
  • increasing the staff satisfaction and involvement;
  • managing the competencies of employees considering technological changes and new challenges.

The main goal of the strategy is to meet the needs of the business, maintaining a balance between achieving production indicators and preserving human capital.

The most important link in the Company's HR strategy is the educational cluster, which includes schools, vocational schools, universities and research and development centers.

Responsible employment

The Company implements a risk-oriented personnel management policy. At all stages of interaction between the employer and the employee, the leveling of risks associated with the search and selection, hiring, appointment to senior positions, and staff training is governed by local regulations.

In order to ensure the continuity of production due to the possible risk of a shortage of qualified personnel, network schedules are formed monthly for hiring personnel for existing or planned vacancies, especially for large-scale projects. Network schedules are updated based on changes in the labor market, geopolitical conditions and other factors.

At the stage of recruitment and hiring in the Company, each candidate undergoes an assessment covering several criteria:

  • assessment of the candidate's qualification compliance with the requirements for the position,
  • assessment of professional knowledge, skills and abilities,
  • verification of the candidate's trustworthiness.

The appointment of candidates for vacant managerial positions additionally includes a professional and psychological assessment of the candidate.

Personnel Structure

Average number of employees, persons

2022 61 424
2023 65 974
2024 68 974
listed number of employees, persons.
2022 66 098
2023 70 180
2024 71 156

The increase in the number of Tatneft Group employees was the result of the starting new technological units of the petrochemical and oil refining plant complex, the creation of an artificial intelligence competence center, a single service center for organizing operational work on servicing engineering and technical systems, the expansion of the retail network of gas stations, and the implementation of new composite projects.

Information on the personnel structure is calculated based on the list of employees.

By gender, persons.

men women
2022 39 297 59,5% 26 801 40,5%
2023 43 304 61,7% 26 876 38,3%
2024 43 854 61,6% 27 902 38,4%
By age groups, persons.
up 30 y.o. 30 to 50 y.o. older 50 y.o.
2022 9 404 40 710 15 984
2023 11 159 42 999 16 022
2024 11 175 43 413 17 168

By categories of employees, persons

Managers Specialists and
office staff
Workers
2022 7 192 18 277 40 629
2023 7 641 18 185 44 354
2024 7 885 19 028 44 843

By management structure (managers),%

men women
2022 77 23
2023 76 24
2024 75 25

By type of employment contracts, broken down by gender, including parttime employees, persons.

Permanent employment
contracts
Temporary employment
contracts
men women men women
2022 37 807 25 335 1 490 1 466
2023 41 379 24 719 1 927 2 155
2024 42 552 26 036 1 302 1 866

By type of employment contracts, broken down by countries of activity, including part-time employees, persons

Permanent employment Temporary employment
contracts contracts
RF Other countries RF Other countries
2022 62 804 338 2 293 663
2023 63 019 3 079 3 525 557
2024 66 668 1 920 3 162 6

By countries of activity, persons.

RF Other countries
2022 65 097 1 001
2023 66 544 3 636
2024 69 830 1 926

Employees with disabilities, persons.

men women
2022 306 218
2023 345 255
2024 365 255
Integral Satisfaction
Index
2022 68,5
2023 69,3
2024 67,8
Staff turnover, %
2022 12
2023 12
2024 12

Remuneration

Remuneration is a key part of the personnel incentive system, which allows the Company to remain highly competitive by attracting and retaining qualified and motivated employees.

The Company's policy in the field of remuneration and motivation of personnel is based on the following approaches:

COMPETITIVENESS JUSTICE
TARGETING EFFICIENCY
UNFICATION RESULTS ORIENTATION

A decision to increase the wages of the Company's employees is based on the following indicators: the level of the corporate budget of an employee of the Company, the consumer price index (inflation rate), the minimum consumer budget in the region, the level of salaries in other companies in the industry, and the increase in labor productivity of the Company.

The personnel basic income is formed from salary and social package. Salary includes a tariff-based (fixed) part, according to the Unified Rate Schedule, and bonus-based (variable) part. The employment benefits provide employees with a relevant scope of medical and other social guarantees

Payroll budget, mln. rub.
2022 57 871
2023 79 051
2024 93 441
Calculation of revenue per employee 2022 2023 2024 2024/2023
+/- %
Average headcount, persons 61 869 65 751 68 974 3 223 105
Net revenue with intra-group turnover, RUB
million
1 574 211 1 838 553 2 467 170 628 617 134
Revenue per employee, RUB
thousand/persons
25 444 27 962 35 770 7 807 128

The increase in revenue in 2024 by RUB 628 billion (34%) as compared to 2023 is due to an increase in sales of oil and gas products (including retail sales), petrochemicals and tire products.

Average monthly salary, RUB.
Average
monthly salary
Average monthly salary of the
Company's employees
in the region of
activity
total men women
2022 59 111 82 845 94 134 65 518
2023 71 654 103 499 119 950 81 573
2024 88 286 115 463 134 263 90 459

Ratio of the average monthly salary of the Company to the average monthly salary in the region of activity

men women
2022 1,59 1,11
2023 1,67 1,14
2024 1,52 1,02

Average monthly salary of employees broken down by category and gender, RUB.

РСС* men women рабочие men women
2022 115 683 140 730 86 271 63 409 69 564 51 140
2023 147 204 185 422 104 269 76 868 85 054 61 954
2024 165 372 209 084 115 394 83 933 92 839 67 036

Ratio of the average monthly salary of women to men

Total MSO* Workers
UoM coefficient coefficient coefficient
2022 0,70 0,61 0,74
2023 0,68 0,56 0,73
2024 0,67 0,55 0,72

*MSO – managers, specialists, office staff

Minimum average monthly salary*, RUB.

Minimum
Statutory
Minimum average monthly salary
of the Company's employees
Monthly Pay total men women
2022** 16 700 30 256 30 256 30 256
2023 19 565 33 600 33 600 33 600
2024 22 020 36 359 36 359 36 359

* - when working off time standards and fulfilling work duties in full ** - the minimum tariff rate for workers of the 1st category was increased Ratio of the minimum monthly wage guaranteed by the Company to the Minimum Statutory Monthly Pay

men women
2022 1,81 1,81
2023 1,72 1,72
2024 1,65 1,65

Indexation of the wage rate of first-category primary production workers across PJSC Tatneft

2022 2023 2024
+12% +12 % +7,9 %
18 561 20 788 22 430

PRODUCTION SAFETY

TATNEFT is traditionally committed to the positions of responsible business conduct; therefore, it always pays significant attention to Health, Safety, and Environmental.

The Company implements an effective policy of industrial and environmental safety based on the principle of the priority of human life and preventive measures to prevent accidents. The approach to safety is implemented in all production processes, in the work of our own staff and contractors with the priority of health protection.

In accordance with the mission and to implement the policy in the field of Health, Safety, and Environment, the Development Strategy in the field of Health, Safety, and Environment of the TATNEFT Group until 2030 has been approved, which is formed taking into account the priority goals of sustainable development, requirements of the industrial and occupational health and safety management system. The strategy contains a systematic description of long-term development guidelines and covers all business areas. Achievement of goals is monitored in accordance with the monitoring requirements of the functional strategies.

Key priorities

  • Recognition of human rights to safe working conditions, a favorable environment and favorable living conditions
  • Ensuring industrial and environmental safety of production processes as an integral part of national security
  • Risk-based approach in ensuring occupational safety, industrial and environmental safety

The strategic goal is to achieve trouble-free production activities, safe working conditions for the Company's employees as well as the preservation of a favorable environment for present and future generations.

Occupational injury rate (coefficient) 2022 2022 2023 2023 2024 2024 2025
limit actual limit actual limit actual limit
Occupational injury frequency 0.43 0.39 0.38 0.38 0.35 0.35 0.31
Traffic accident injury frequency 0.28 0.00 0.26 0.14 0.24 0.20 0.22
Fire frequency 0.21 0.06 0.20 0.04 0.18 0.025 0.17
Accident frequency 0.38 0.04 0.35 0.09 0.32 0.048 0.29
Occupational injury severity rate 155 92.7 147 102.9 143 73.62 140

Implementation of the Policy and Strategy in the field of HSE is carried out through implementation of the Program (action plan) of PJSC TATNEFT in the field of occupational health and safety to prevent injuries, reduce risk, accidents, and unplanned losses for 2022–2024 and the Environmental Program of TATNEFT Group. The programs consolidate the main measures implemented by business areas aimed at reducing the levels of occupational and

Costs for implementing industrial, fire, and occupational safety protection measures, RUB billion 2022 2023 2024

10,26 15,55 18,95

production risks as well as reducing the environmental impact of production facilities of the Group's organizations.

The Company systematically arranges production control over compliance with industrial safety requirements, internal audits of the management system, analyzes and processes the results of incidents and inspections, develops and monitors the implementation of corrective and preventive actions. To ensure such functions, the work of permanent commissions on occupational safety, the production control commission, the fire safety commission, and the internal audit group of the integrated management system was organized.

Management System

The occupational health and safety management system covers all main levels of management and is part of the Company's integrated management system. The organizational structure demonstrates the Company's commitment to the Mission and Vision, the importance of sustainable development goals in general and the HSE area in particular, and enables the Company to achieve its goals and meet all emerging challenges.

The main tools for monitoring and control are defined as: strategy, action programs, KPI system, process and project management, investment projects. To further develop the management system and improve its performance in the processes of the functional area covering all organizations of the TATNEFT Group, process efficiency indicators have been defined, which are linked to the strategic objectives in the field of HSE.

The Company has organized internal interaction with all business areas and organizations, which allows them to participate in improving the management system and provides feedback from the TATNEFT Group organizations.

The Company maintains and continuously improves the integrated management system in the field of Health, Safety, and Environment (HSE), taking into account the legal requirements and the provisions of the international standards ISO 45001:2018 "Occupational safety and health management systems. Requirements and guidelines for use" (GOST R ISO 45001-2020. National Standard of the Russian Federation. Occupational Health and Safety Management Systems. Requirements and Application Guidelines"), ISO 14001:2015 "Environmental Management Systems." ISO standards in the field of climate have been implemented: ISO 14064-1:2018, ISO 14064-2:2019, ISO 14064-3:2019. Internal and external supervision audits are conducted annually, contributing to the improvement of the management system, increasing the level of competence of employees in these areas.

Hazard identification, risk assessment, and incident investigation

The Company, following the principles of corporate responsibility and risk-oriented approach in strategic planning, setting and solving business tasks, and operational management, has made commitments:

  • To integrate a risk-based approach into strategic and operational management at all management levels
  • To prevent accidents, injuries and take measures to reduce the risks of injuries, occupational diseases, emergencies, and accidents
  • To eliminate hazards and reduce risks affecting the health of employees, contractors, visitors, improving occupational health and safety, industrial and environmental safety, minimizing the impact of harmful production factors and hazards

To implement the principles of corporate responsibility and risk-oriented approach, the Company has a Procedure for managing risks and opportunities of the management system in the field of Health, Safety, and Environment in the TATNEFT Group, including a Methodology for identifying industrial hazards, environmental aspects, assessing risks and opportunities in the field of Health, Safety, and Environment in the TATNEFT Group.

The following is used as risk management tools:

  • Key safety rules.
  • Dynamic risk assessment and stopping unsafe work
  • Behavioral safety audit
  • Programs for investing in the activities aimed at reducing and preventing industrial hazards and risks
  • Comprehensive three-year programs of organizational and technical measures
  • Insurance of civil liability to third parties against the realization of industrial safety risks at hazardous production facilities

The Company's Methodology for assessing the levels of safety culture development is aimed at implementing initiatives to reduce the level of incidents, high potential events, accidents and injuries in the workplace, defining the procedure for self-assessment of the level of safety culture with a survey of employees. The Methodology establishes the main criteria for determining the current level of safety culture development in accordance with the model adopted by the Company for further determining a set of measures to improve safety culture and move to the next level.

The Company updates the register of industrial risks and environmental aspects for all divisions at least once a year. Identification, assessment of hazards, risks, and environmental aspects is carried out on a multi-level basis. Employees of the TATNEFT Group enterprises, in addition to communication with their immediate supervisor, have the opportunity to report promptly and around the clock on dangers and dangerous situations that have materialized risk events by calling the Hotline, the dispatch service, and by e-mail.

The investigation of incidents is carried out in accordance with the Regulation "On the Procedure for Conducting a Technical Investigation of the Causes of Incidents at Hazardous Production Facilities of PJSC TATNEFT, their Recording and Analysis." The program complex Production Control of Health, Safety, and Environment is used to control the record of implementation of measures to eliminate the consequences and causes that led to a man-made event.

According to the assessment of the Office of the Federal Service for Supervision of Consumer Rights Protection and Human Welfare in the Republic of Tatarstan, the state of radiation safety at the Company's enterprises in the reporting year is assessed as satisfactory.

Accidents
2022 1
2023 3
2024 1
Fires
2022 4
2023 3
2024 2

To reduce the risk of fires and the severity of consequences, a set of organizational and technical measures was implemented in 2024 to strengthen the fire protection of organizations, including practical trainings on evacuating people in case of fire and emergency situations at facilities with large numbers of people; targeted inspections of wheeled mobile cabins, venues for New Year's events at social facilities and facilities with large numbers of people, organizing and conducting hot work, tank farms for storage of oil, oil products, and flammable gases; measures to prevent damage associated with the spread of landscape (natural) fires at industrial and social facilities; fire-rescue relay competitions among provisional fire-fighting units.

Emergency Prevention and Elimination System

The Company has a system for preventing and eliminating emergency situations (ES) caused by oil and oil product spills, protecting the population and the environment from their harmful effects, which is based on:

  • increasing the reliability of production equipment
  • timely detection of emergency situations and minimization of losses from them
  • rapid response to emergencies

Plans for liquidation of oil and oil product spills are updated on an ongoing basis in accordance with the norms established by law. Contracts have been concluded with professional emergency rescue units. Nonprofessional emergency response teams (NERT) with the right to conduct gas rescue operations were established and certified by the departmental certification commission. NERT is equipped with machinery and special equipment sufficient for the localization and elimination of oil spills, reserves of material resources have been created. More than 500 stationary oil-collecting structures, booms, and lagoons are maintained in working condition.

To increase readiness for actions to localize and eliminate emergencies, comprehensive emergency training exercises are carried out. To ensure the openness of the Company in the matters of environmental protection and ensuring environmental safety, there is a mechanism for the participation of the interested public and the media in monitoring the comprehensive emergency training exercises. Information on the exercises is published in print media, the Internet and social networks. A Memo has been developed for members of the public interested in participating in the conduct and analysis of command and staff, comprehensive and other exercises to eliminate oil and petroleum products spills. Annually, comprehensive drills are conducted to confirm readiness for action to localize and eliminate oil and oil product spills with the participation of representatives of a regional youth public environmental organization.

Occupational and production safety

The Company's Occupational Safety Management System contains a set of interrelated elements that establish policies and goals in occupational safety and procedures for achieving these goals, is aimed at ensuring healthy and safe working conditions for workers, creating a corporate culture of occupational safety and promoting a healthy lifestyle, preventing accidents with employees, preventing occupational injuries and occupational diseases, increasing the efficiency of occupational safety management. The general requirements for the organization of work on occupational safety, principles and methods of management, tasks, rights, duties, and responsibilities for creating healthy and safe working conditions are established by the "Regulations on the Occupational Safety Management System."

Identification of hazards and assessment of occupational risks is carried out in accordance with the requirements of the internal document "Identification of Occupational Hazards, Environmental Aspects, Assessment of Risks and Opportunities in the Field of Health, Safety, and Environment."

The Company has established an Occupational Health and Safety Committee whose functions include organizing joint actions of the executive bodies and the trade union committee to ensure occupational safety requirements, prevent occupational injuries and occupational diseases, and preserve the health of employees. The Committee is an integral part of the occupational health and safety management system as well as a form of employee participation in occupational health and safety management. It has 16 members elected on a parity basis—8 representatives from each party of the partnership. Also, joint occupational health and safety committees have been established in each subdivision.

The Occupational Health and Safety Committee organizes inspections of working conditions and occupational safety, informs employees of the results of these inspections, collects proposals for the section on occupational safety of the collective agreement. Commissioners for occupational safety, elected by the trade union organizations of the subdivisions, contribute to the creation of healthy and safe working conditions as well as exercise public control over the state of working conditions in the workplace.

Training in the field of occupational and industrial safety

To ensure preventive measures to reduce occupational injuries and occupational diseases, to train employees on occupational safety without the involvement of training organizations, the Company is registered in the register of individual entrepreneurs and legal entities engaged in training their employees on occupational safety in the occupational safety information system of the Ministry of Labor and Social Protection of the Russian Federation.

The Company makes every effort to reach a benchmark level of safety culture, where the personal safety of each employee is equal to the safety of all colleagues and the principles of safe behavior. A system for exchanging best practices between the Company's departments and enterprises is being formed. Proactive work on prevention and continuous improvement in occupational safety is motivated.

The work aimed at developing and improving the safety culture of the Company's employees is carried out on a systematic basis; the goal of this work is to change the consciousness of employees and create conditions that ensure complete rejection of violations in the field of industrial and personal safety.

Occupational and industrial safety
training, persons
Industrial safety training and certification 10 192 9 425 8 503
Occupational health and safety training 14 226 98 047 49 736
Training in working specialties 7 303 7 184 7 587
Training in advanced training courses 12 129 21 245 21 055
Certification of welding personnel 914 377 546
Training and certification of NERT
members
316 396 577
Education and training in various areas 4 911 9 293 3 444
Total: 49 991 145 967 91 448

2022 2023 2024 Expenses for training in occupational and industrial safety, RUB million

2022 2023 2024
113.5 268 260

Workplace Safety

To increase the efficiency of work to create safe and healthy working conditions, the Company annually enters into Occupational Safety Agreements that regulate the relationship between the employer and employees and determine the mutual responsibility of the parties as well as planning, ensuring, and carrying out various occupational safety measures.

In 2024, more than RUB 3.3 billion was allocated for measures aimed at improving working conditions and occupational safety at the enterprises of the TATNEFT Group. Average costs per 1 employee amounted to RUB 41.3.

To develop and implement measures aimed at improving the working conditions of employees, reducing the risks of exposure to harmful and hazardous production factors, the Company conducts a special assessment of working conditions: planned assessment once every five years and an

unscheduled assessment in established cases at workplaces of the TATNEFT Group enterprises. Following a special assessment of working conditions, measures are developed and implemented to improve working conditions at workplaces.

Prevention of occupational diseases

To ensure healthy working conditions, comply with the requirements of sanitary norms and rules for technological processes, equipment, transport, workplace organization, work, recreation and sanitary services, prevention of health effects of harmful and dangerous factors, prevention of occupational diseases of workers in the workplace, industrial control over compliance with sanitary rules is carried out. In 2024, sanitary and hygienic studies of workplaces were carried out in the amount of RUB 5 million.

Annually, in accordance with the requirements of the legislation, to monitor dynamically the health of employees, timely detection of initial forms of occupational diseases, early signs of the impact of harmful and/or hazardous production factors of the working environment, the labor process on the health of employees, identification of medical contraindications to the implementation of certain types of work, mandatory periodic medical examinations of employees, psychiatric examinations (including in terms of drug-related diseases) are carried out.

There are programs of voluntary medical insurance, rehabilitation treatment, and sanatorium rehabilitation of employees. Lumbar exoskeletons are used to reduce diseases of the musculoskeletal system in the workplaces with significant physical exertion.

Occupational safety expenses,
RUB thousand
total per 1 employee
2022 1 930 049 29.1
2023 2 711 827 34.1
2024 3 333 640 41.3
Special
assessment
of
working
conditions, workplaces
2022 2023 2024
12 964 15 695 9 678
Expenses
examinations,
for medical
RUB
million
2022 2023 2024
195.9 218.7 317.6

CORPORATE GOVERNANCE Corporate Governance System

The Company has a corporate governance system in order to make strategically reasonable decisions, ensure effective asset management, high operational and financial performance, and increase investment attractiveness and strengthen competitiveness.

The corporate governance in the Company is aimed at ensuring the legitimate rights and interests of shareholders and other stakeholders, efficient asset management and increase of share capital, growth of capitalization and dividend yield, maintenance of long-term economic growth based on effective management of corporate resources and risk control.

The Company has historically adhered to the principles of high corporate responsibility and alignment of corporate interests with the UN Global Compact Agenda for Sustainable Development.

  • When making business decisions, the following are taken into account:
    • fundamental human rights and ethical principles
    • preservation of a friendly environment
    • carbon footprint reduction challenges
    • social infrastructure improvement
    • expansion of innovative capabilities
    • improvement of life quality in the areas of operations

The Company maintains a clear division of powers and delineation of responsibilities of the governance and executive bodies, assesses the performance of their functions and duties, conducts effective risk management and internal control mechanisms, prevents corporate conflicts, counteracts corruption and corporate fraud, and respects the fundamental principles of human rights and ethical standards. The management of risks and opportunities pertaining to climate change includes both goal setting and monitoring by the Board of Directors, as well as assigning responsibility to the senior officers of the Company and TATNEFT Group enterprises for the fulfillment of tasks.

The Company follows the recommendations of the Bank of Russia's Corporate Governance Code and the G20/OECD Principles of Corporate Governance, and also gives due regard to the international and national standards and guidance documents regulating various aspects of corporate governance.

The Company sees much potential for combining the efforts of all participants in the Global Compact to integrate corporate experience and actions in achieving the Sustainable Development Goals, which improves the corporate practice effectiveness in general.

Improving information openness is an important factor in business sustainability. As a publicly traded company, TATNEFT acknowledges its responsibility to all stakeholders and is committed to providing as much information as possible about its business operations, financial results, and socially significant information, including the implementation of the Sustainable Development Goals. Targeted programs are implemented based on an open dialogue with the local community and stakeholders, which improves the targeting of the Company's initiatives and the transparency of decision-making.

Planning of financial and operational targets is integrated into a unified corporate governance system of the Group under the Development Strategy and key decisions made by the Board of Directors with considerations to sustainable development aspects. The authority to implement the production plans, economic, environmental, and social goals and objectives is delegated to the Company's management with overseeing the efficiency and motivation mechanisms based on the KPI system at the level of the Board of Directors and its Committees, the Management Board, and the General Director.

The management of the sustainable development pillars is based upon the Company's actions aligned with the UN fundamental principles and Sustainable Development Goals, global trends in sustainable development, and national and regional development priorities.

Management of TATNEFT Group

PJSC TATNEFT is the corporate center of the Group coordinating the activities of the enterprises that form the Company's business lines and business segments.

The current version of Regulations on TATNEFT Group determines the basic principles of corporate governance, perimeter and structure of TATNEFT Group, goals and objectives, as well as management methods of TATNEFT Group. Depending on the targeting, TATNEFT Group has a different configuration and perimeter of controlled and related entities.

PJSC TATNEFT strengthens its mechanisms for the efficient interaction with the TATNEFT Group controlled companies, including the oversight of significant corporate actions in the controlled entities. The Regulations on the Procedure for Corporate Interaction of PJSC TATNEFT named after V.D. Shashin with Controlled and Related Entities define the powers and procedure for the representatives of PJSC TATNEFT in legal relations with controlled and related entities.

One of the legal mechanisms for the management of the TATNEFT Group, which ensures the stability of its activities and its sustainable development in the future, is the creation of a common legal framework.

The common legal framework in the TATNEFT Group is set up and ensured by the development of a system of local regulations based on common legal principles by the Company, as well as the subsequent implementation of such regulations in the TATNEFT Group entities, as a result of which the activities of the TATNEFT Group entities are regulated by common requirements and rules. The procedure for developing and implementing legal acts is set out in the Standard "Procedure for setting up a common legal framework in the TATNEFT Group".

In order to ensure uniform principles of corporate governance and transparency of the TATNEFT Group activities, the Company also operates a corporate information platform for managing controlled companies, which allows the use of uniform corporate standards in the TATNEFT Group, promptly provide guidance for corporate events in controlled companies and exercise control over their financial and business activities.

Improving Corporate Governance Practices

The Company makes every effort to comply with corporate governance standards, which are critical to achieving high levels of efficiency and ensuring the sustainability of the business, and which also serve as the basis for socially responsible management of the Company's operations.

The Company is constantly improving its internal corporate governance standards, ensuring that the same comply with the applicable legislation of the Russian Federation and taking into account the trends of the best international and domestic corporate governance practices.

While improving the sustainability practices, the Company's governance bodies considered significant issues, discussed the most complex problems and approved key documents in the reporting year.

CORPORATE PRACTICES

  • balanced information policy, ensuring public disclosure of the Company's activities as influenced by the external environment
  • the number of shareholders during the reporting year increased by 125 thousand (21%), which indicates the interest of the investment community
  • improvement of the process of forming a common ecosystem of the TATNEFT Group: planning, targeting, funding, standardization

STRATEGIC DEVELOPMENT

  • implementation of the TATNEFT Group's strategy until 2030
  • impact of trends, factors and risks on the TATNEFT Group
  • adaptation of business lines strategies including oil and gas refining, petrochemicals and tire business with due consideration of external challenges

implementation of the UN Sustainable Development Goals

NON-FINANCIAL ASPECTS

  • synchronization of the goals of Levels 1, 2 and 3 of the ESG goals map and description of the sustainability model.
  • creation of a system for working with small innovative companies (start-ups)
  • fostering the Cultural Code in the marketing strategy
  • effectiveness of supplier ESG certification
  • development of corporate culture in the TATNEFT Group
  • TATNEFT Group's social activities development aspects

DOCUMENTS

approved as amended:

  • Articles of Association of PJSC TATNEFT named after V.D. Shashin
  • Regulations on the General Meeting of Shareholders of PJSC TATNEFT named after V.D. Shashin
  • Regulations on the Revision Commission of PJSC TATNEFT named after V.D. Shashin
  • Regulations on the Board of Directors of PJSC TATNEFT named after V. D. Shashin

Compliance of the Company's Corporate Practices with the Guidance of the Bank of Russia Corporate Governance Code

The results of the assessment of the Company's compliance with the recommendations of the Corporate Governance Code of the Bank of Russia, including substantive explanations on the 'Comply or Explain' principle on partial compliance with some of the recommendations, are presented in Appendix 1 to the Annual Report.

Compliance 2022 2023 2024
Full compliance 90% 80% 76%
Partial compliance 10% 20% 24%

The Company's Corporate Compliance performance declined due to restrictions on the disclosure of information resulting from restrictive measures imposed by unfriendly countries.

Structure of Governance and Overseeing Bodies

The Company's corporate governance system is built on international standards of corporate conduct and business ethics, the requirements of Russian legislation, the requirements of the listing rules of PJSC Moscow Exchange, and the principles of the Corporate Governance Code recommended for application by the Bank of Russia.

General Meeting of Shareholders

The General Meeting of Shareholders is the Company's highest governance body, responsible for making key decisions regarding its operations. The procedure for preparation, convening, holding, and summarizing the results of the meeting or absentee voting when making decisions by the General Meeting of Shareholders of the Company is determined by the current legislation of the Russian Federation and the Regulation "On the General Meeting of Shareholders of PJSC TATNEFT named after V.D. Shashin".

During the preparation and holding of the General Meeting, shareholders may freely and promptly obtain information about the meeting and its materials. They may also direct questions to members of the Company's executive bodies and the board of directors. Furthermore, shareholders also have the opportunity to communicate with each other.

Shareholders have the opportunity to cast votes in absentia by using electronic voting on the E-Voting platform when resolutions are being passed at the General Meeting of Shareholders. All shareholders can vote remotely by completing an electronic ballot form on the Company's website using the Internet information and telecommunications network. This measure provides more opportunities for the minority

shareholders of the Company to participate in and familiarize themselves with the meeting's agenda and the relevant materials for the meeting or absentee voting.

28% of the Company's shareholders cast their votes during the meeting or via absentee voting using the E-Voting system.

The Company makes available to its shareholders various channels of communication, such as a hotline and email, to facilitate inquiries regarding their shareholdings, dividend procedures, and other relevant matters. Shareholders can utilize these channels to express their views and address questions related to the agenda during the preparations for a general shareholders' meeting or absentee voting.

General meetings of shareholders held in 2024

Type of meeting: annual general meeting of
shareholders
Format of meeting: absentee voting* a quorum for the meeting.
Date of meeting: June 14, 2024

Type of meeting: reconvened annual general meeting of shareholders Format of meeting: absentee voting* Date of meeting: June 27, 2024

Type of meeting: extraordinary general meeting of shareholders Format of meeting: absentee voting Date of meeting: September 19, 2024

Type of meeting: reconvened extraordinary general meeting of shareholders Format of meeting: absentee voting

The Annual General Meeting of Shareholders was declared not to have taken place due to a lack of

The reconvened annual general meeting of shareholders passed the resolutions on the profit distribution, including the dividend payment; the election of new members of the Board of Directors and the Revision Commission; the approval of the Company's auditing organization; the annual accounting (financial) statements; and the annual report of the Company; the approval of the amended and restated versions of the Articles of Association; and the Regulations on the General Meeting of Shareholders of Public Joint Stock Company TATNEFT named after V.D. Shashin the Regulations on the Revision Commission of the Public Joint Stock Company TATNEFT named after V.D. Shashin .

The extraordinary general meeting of shareholders was declared not to have taken place due to a lack of a quorum for the meeting.

The reconvened extraordinary general meeting of shareholders resolved to pay dividends based on the

Date of meeting: September 26, 2024 results of the Company's financial and business
operations for the first six (6) months of 2024.
Type of meeting: extraordinary general meeting of
shareholders
format of meeting: absentee voting
Date of meeting: December 19, 2024
The extraordinary general meeting of shareholders
was declared not to have taken place due to a lack of
a quorum for the meeting.
Type of meeting: reconvened extraordinary general
meeting of shareholders
Format of meeting: absentee voting
Date of meeting: December 26, 2024
The reconvened extraordinary general meeting of
shareholders resolved to pay dividends based on the
results of the Company's financial and business
performance for the first nine months of 2024. The
meeting also approved the amended and restated
Articles of Association, the Regulations on the
General Meeting of Shareholders of Public Joint Stock
Company TATNEFT named after V. D. Shashin, and
the Regulations on the Board of Directors of Public
Joint Stock Company TATNEFT named after V.D.
Shashin.

*Pursuant to Federal Law No. 25-FZ dated 25.02.2022 "On Amendments to the Federal Law "On Joint Stock Companies" and on Suspension of Certain Provisions of Legislative Acts of the Russian Federation".

All resolutions passed by the General Meeting of Shareholders in 2024 were implemented.

Board of Directors

The general governance of the Company is provided by the Board of Directors. The election procedure, composition, functions, goals and objectives, competencies, powers of the Board of Directors, the work procedures, and engagement with other governance bodies of the Company are determined by the Articles of Association and the Regulations on the Board of Directors of PJSC TATNEFT named after V.D. Shashin, and distinguished from the competences of the executive bodies of the Company, which govern its current activities.

Powers of the Board of Directors (BoD):

  • BoD determines priority areas and development strategy for main activities, including long-term and medium-term plans and development programs, approves main business goals and monitors the achievement of the Company's strategic objectives
  • BoD is responsible for managing the Company's key risks that affect the achievement of its strategic goals, determines the basic principles and approaches to organizing the internal control and risk management system
  • BoD appoints and dismisses members of the executive bodies, monitors the implementation of the development strategy by executive bodies and achievement of main goals in areas of activity

When approving the strategy, the Board of Directors incorporates the principles of sustainable development, including the achievement of goals related to

  • climate, environmental and industrial safety,
  • social policy, and
  • human resources management.
  • BoD determines the Company's policy on remuneration of members of the Board of Directors, executive bodies and key management personnel
  • BoD determines the Company's information policy, ensures an appropriate level of transparency of activities, timely, complete and reliable disclosure of information, and easy access for shareholders to the Company documents
  • BoD determines the Company's policy on resolving conflicts of interest, including prevention, identification and resolution of internal conflicts between executive bodies, shareholders and employees
  • BoD determines directions for developing the corporate governance system and monitors its implementation, determines the Company's actions when implementing significant corporate actions

Formation of the Board of Directors and its Committees

The Board of Directors consists of 15 directors, 14 of whom are elected by the General Meeting of Shareholders by cumulative voting and one of them is appointed by the Government of the Republic of Tatarstan under the 'golden share' special right (Law of the Republic of Tatarstan No. 43-ZRT "On the Privatization of State Property of the Republic of Tatarstan" dated 26.07.2004, Clause 8.3 of the Articles of Association of the Company).

On June 27, 2024, the General Meeting of Shareholders elected the Board of Directors of PJSC TATNEFT from candidates with sufficient professional experience in strategic management, the required level of knowledge and competences, as well as personal qualities to make balanced and unbiased decisions for the Company's development.

When forming the Board of Directors and its committees, they consider criteria and factors of professional skills and expertise of candidates, including those in the economic, environmental, and social areas, as well as their independence. In line with the best corporate practices, the principles of inclusiveness are considered when forming the Board of Directors.

Succession of the Board of Directors

In order to form and maintain an optimal and balanced composition of the Board of Directors, the Company ensures the succession of the Board of Directors, which meets the Company's needs when introducing new members. The rotation of directors is carried out consistently and in stages. The Company does not allow a one-time change of more than half of the composition of the Board of Directors.

Newly elected members of the Board of Directors shall have the opportunity as soon as possible to get acquainted with documents and materials related to the Company's activities, including the Company's strategy, corporate governance system, risk management and internal control system, distribution of responsibilities between executive bodies and other essential information on the Company's activities. New members of the Board of Directors shall be consistently provided with explanations on compliance with confidentiality and insider information protection rules.

Chairman of the Board of Directors

The Chairman of the Board of Directors plays a key role in ensuring the effective work of the Board of Directors and its committees. The activity of the Chairman is aimed at creating a constructive atmosphere for holding meetings in order to make the well-thought-out and viable decisions.

The Chairman of the Board of Directors is a non-executive director and is not a member of any of the Committees. The Chairman is elected by the members of the Board of Directors from among them by a majority of votes and performs his/her activities under the Company's Articles of Association, the Regulations on the Board of Directors of PJSC TATNEFT named after V.D. Shashin, and the Corporate Governance Code.

Chairman of the Board of Directors

The Chairman of the Board of Directors plays a key role in ensuring the effective work of the Board of Directors and its committees. The activity of the Chairman is aimed at creating a constructive atmosphere for holding meetings in order to make the well-thought-out and viable decisions.

The Chairman of the Board of Directors is a non-executive director and is not a member of any of the Committees. The Chairman is elected by the members of the Board of Directors from among them by a majority of votes and performs his/her activities under the Company's Articles of Association, the Regulations on the Board of Directors of PJSC TATNEFT named after V.D. Shashin, and the Corporate Governance Code.

Balanced Composition of the Board of Directors

Composition of the Board of Directors

Independent - Non-executive - Executive -
3 (20%) 7 (60%) 5 (20%)

The Board of Directors is well-balanced composed of independent, non-executive, and executive directors. The Company believes that three independent directors and seven non-executive directors maintain a balance between the interests of various groups of shareholders, thus contributing to the objectivity in decision-making and inspiring investors, shareholders, and other stakeholders with high confidence in the Company. The participation of five executive directors ensures deep work integration of the Board of Directors and executive bodies. The Company's position is that three independent directors are sufficient to significantly influence the decision-making process thereby ensuring objectivity when considering agenda items. The independence of judgments of such directors increases the efficiency of the Board of Directors, and also contributes to the improvement of the Company's corporate governance system.

All members of the Board of Directors have significant work experience in the Company, high professional reputations and knowledge, which positively influences consistent and balanced decision-making. The current composition of the Company's Board of Directors is sufficiently diversified and well-balanced.

Independent Directors

The involvement of the independent directors with strong professional expertise and experience in the discussion of the issues considered by the Board of Directors, including those within the scope of the Board of Directors Committees and their interaction with the management, has a significant impact on the work of the Board of Directors and the corporate governance development.

In 2024, the independent directors paid special attention to the company's risk management and internal control systems, the implementation of the Sustainable Development Goals in conjunction with combating climate change and other issues.

The Board of Directors has appointed a director, an independent member of the Board of Directors, responsible for climate change issues, who has relevant expertise in this area, supervises and interacts with the Company's management in discussing actions and plans to reduce the Company's carbon footprint.

In 2024, based on a reasoned decision of the Board of Directors, two directors were recognized as independent, despite having formal criteria of affiliation with the Company, since the Board of Directors considers that the high professionalism, long experience, and impeccable reputation of independent directors enable them to make objective decisions, independent of the influence of any other persons, that are fully in line with the interests of the Company and its shareholders.

Key Specialization of Board of Directors members:

Financial Business strategy Risks Production Sustainable
investment, and asset operations development and
audit management climate
3 5 5 4 6

Duration of Service *

Period of Service Number in group % of total number
Less than 10 years 7 47%
10 to 20 years 3 20%
Over 20 years 5 33%

* The duration of service on the Board of Directors is determined by the period of time from the date of the Annual General Meeting of Shareholders to the date of the next Annual General Meeting of Shareholders (corporate year)

Age Composition

30 to 50 y.o. Over 50 y.o.
3 persons 12 persons
20% 80%

Gender Composition

Men Women
14 persons 1 person
93.3% 6.7%

Geographical Affiliation

Russia Hungary
14 persons 1 person
93.3% 6.7%

Activities of the Board of Directors

To ensure the effective work of the Board of Directors, the Company provides information and technical resources with a secure communication channel for delivery of materials on the agenda of meetings, ensures that the meetings are held in the videoconference format and implements procedures for informing the Board of Directors, inter alia, on critical issues, in case they arise.

The Board of Directors performs its activities based on an approved work plan with an agenda of issues for each halfyear. The plan of issues to be considered is drafted based on the proposals of members of the Board of Directors, executive bodies, and top managers.

Meetings of the Board of Directors are held in presentia and in absentia in accordance with the approved plan, as well as when necessary, however, at least once a month.

Number of Meetings

Format
of Meetings
2022 2023 2024
in presentia 13 12 12
in absentia 4 5 5

Sustainability issues are included in the agenda of the Board of Directors' meetings on a regular basis and receive due attention and timely response. In 2024, the Board of Directors held 17 meetings and considered 80 issues, of which 5 issues were related to sustainable development topics.

Structure of Issues

Topics of Issues 2022 2023 2024
Corporate practices 16 31 29
Anti-corruption 1 1 1
Company's development strategy 6 4 3
Investment activities 1 1 1
Audit 3 1 1
Non-arm's length transactions 15 8 6
Production 9 10 9
Sustainable development 8 4 5
Personnel 2 1 1
Internal documents 7 3 1
Finance 22 22 23
TOTAL 90 86 80

Resolutions of the Board of Directors are available on the Company's website: www.tatneft.ru

Board of Directors and Committees' Performance Assessment

The Company has adopted an assessment practice in order to determine the level of performance of the Board of Directors, its Committees and each member of the Board of Directors, the consistency of their work with the Company's needs, and to identify areas where their work can be improved. The assessment is performed once a year in the form of self-assessment. Once in every three years, an external assessment of the Board of Directors is carried out with the participation of an independent consultant.

In 2022 and 2025, an external assessment of the Board of Directors was performed with the participation of an independent consultant - Non-Profit Partnership Russian Institute of Directors (hereinafter referred to as NP "RID"). In 2023 and 2024, a self-assessment was performed based on the recommendations of NP "RID". The developed assessment questionnaire consists of 50 questions across 6 key groups to evaluate the Board of Directors and 15 questions to evaluate the Committees.

In 2025, an external assessment is being conducted with the participation of NP RID, an independent consultant. The results of the assessment are expected in April-May of this year and will be presented at the General Meeting of Shareholders according to the operating results for 2024.

External assessment Self-assessment
Criterion Description Average score in
2022
Average score
in 2023
Average score in 2024
Fulfillment by the Board of Directors of 4.6 4.8 4.8
its key functions
Composition and structure of the Board
of Directors
4.5 4.6 4.8
Organization of the Board of Directors' 4.7 4.8 4.8
work
Interaction of the Board of Directors
with its Committees
4.6 4.7 4.7
Chairman of the Board of Directors 4.9 5.0 5.0
Corporate Secretary 4.7 4.9 4.8

Assessment results

The external assessment results and its analysis were reviewed at the in-person meeting of the Board of Directors in May 2025 in accordance with the meeting plan.

Participation of Members of the Board of Directors in Meetings

Director Board of Directors mittee
m
Audit Co
muneration
HR and Re
mittee
m
Co
ment
mittee
Sustainable Develop
m
Governance Co
and Corporate
Director 1 9/17 - - -
Director 2 16/17 9/9 - -
Director 3 17/17 - - -
Director 4 17/17 8/9 4/4 2/2
Director 5 16/17 - - 2/2
Director 6 16/17 9/9 4/4 2/2
Director 7 1717 - - 2/2
Director 8 17/17 - - -
Director 9 16/17 9/9 4/4 -
Director 10 16/17 - - -
Director 11 15/17 - - -
Director 12 16/17 - - 2/2
Director 13 17/17 - - -
Director 14 17/17 - - -
Director 15 15/17 - - -

Committees of the Board of Directors

In order to improve the effectiveness and efficiency of the decisions taken by the Board of Directors, the Company operates three committees within the Company, which preliminary review the most important issues on the agenda of the Board of Directors and prepare appropriate recommendations within their competence.

The committees are fully accountable to the Board of Directors in their activities. The members of the committees are approved by the Board of Directors of PJSC TATNEFT, considering the relevant knowledge, qualification, and expertise of each candidate member of the committee. The Company provides the Board of Directors with the details of each candidate's background, expertise, knowledge, and skills for a particular candidate to a particular committee.

Composition of Committees Persons
Audit Committee 4
HR and Remuneration Committee 3
Sustainability and Corporate Governance Committee 6

Audit Committee

The Audit Committee assists the Board of Directors in considering the following issues:

  • control over the completeness, accuracy and reliability of accounting (financial) statements, including analysis of material aspects of accounting policies
  • control over the reliability of the risk management and internal control system and assessing the effectiveness of its procedures
  • control over procedures regulating conflict of interests and ensuring compliance with legislation, internal documents, and ethical standards
  • control of the effectiveness of the system for preventing unfair actions of employees and third parties and overseeing the conduct of special investigations into cases of unfair actions
  • ensuring independence, objectivity, assessing the effectiveness of the internal audit function and forming policies in the field of internal audit
  • overseeing external audits, assessing audit quality and ensuring effective communication between internal and external auditors
  • assessing the independence and no conflict of interest of the external auditor, developing proposals for the appointment of an auditor and payment for its services

The goals and objectives, the competence of the Audit Committee, as well as the procedure for interaction with the Board of Directors and executive bodies of the Company are defined by the Regulations on the Audit Committee of the Board of Directors of PJSC TATNEFT named after V.D. Shashin.

Composition of the Committee

The Audit Committee of the Board of Directors of PJSC TATNEFT consists of four directors, three of whom are independent directors. Chairman of the Committee has relevant knowledge and skills in preparing, analyzing, assessing, and auditing financial statements.

In addition to independent directors, the Audit Committee includes one non-executive director with financial and audit expertise beneficial for the activities of the Committee.

In June 2024, the personal composition of the Committee was formed from independent and non-executive directors of the newly elected composition of the Board of Directors (Minutes of the Board of Directors No. 2 dated 28.06.2024). In 2024, there were no changes taken place in the composition of the Committee.

Number of meetings and issues 2022 2023 2024
Number of meetings 8 6 9
Number of meetings 40 30 36
Structure of issues 2022 2023 2024
Review of financial statements with the participation of
external auditors
10 8 9
Selection of external auditors and confirmation of the
external auditors' independence
4 2 2
Work of the Internal Audit Department 11 5 6
Non-arm's length transactions (preliminary review) 6 3 1
On information about the financial standing of the 1 1 1
Company in the Annual Report
Sustainable development 3 4 9
Other 5 7 8

HR and Remuneration Committee

The Committee assists the Board of Directors and forms recommendations on issues related to:

  • oversight of implementation of the personnel policy through ensuring continuity
  • formation of qualified management team
  • assessment of the professional composition and performance of the Board of Directors and key management personnel
  • formation of effective and transparent remuneration practices, including strengthening motivation mechanisms
  • involvement of qualified specialists and provision of the necessary incentives for them to work efficiently
  • development of corporate culture, including aspects of fundamental human rights and freedoms

The goals and objectives, the competence of the HR and Remuneration Committee, as well as the procedure for interaction with the Board of Directors and executive bodies of the Company are defined by the Regulations on the HR and Remuneration Committee of the Board of Directors of PJSC TATNEFT named after V.D. Shashin.

The objectives of the Nominations Committee are combined with the functions of the HR and Remuneration Committee.

Composition of the Committee

The HR and Remuneration Committee of the Board of Directors of PJSC TATNEFT includes three independent directors. All members of the Committee have the appropriate knowledge and skills and experience in solving the Committee's tasks.

In June 2024, the personal composition of the Committee was formed from independent and non-executive directors of the newly elected composition of the Board of Directors (Minutes of the Board of Directors No. 2 dated 28.06.2024). In 2024, there were no changes taken place in the composition of the Committee

Committee's Activities

Number of meetings and issues 2022 2023 2024
Number of meetings 3 4 4
Number of issues 7 12 10
Structure of issues 2022 2023 2024
Candidates for the Board of Directors and key 2 2 1
management personnel, personnel reserve system
Remuneration policy for the Board of Directors and 2 4 1
key management personnel
Motivation system for members of governance 2 2 3
bodies and key management personnel (KPI
system)
Youth policy, personnel development system, - 2 2
career path
Other 1 2 3

Sustainability and Corporate Governance Committee

The Committee assists the Board of Directors in considering the following issues:

  • achieving the goals of sustainable development of the UN Global Compact
  • assistance in the formation of the ideology of corporate social responsibility, respect for human rights, environmental safety and conservation of climate, energy efficiency and rational use of natural resources
  • ensuring high-quality and effective corporate governance for the stability and long-term development, increasing the investment attractiveness and confidence on the part of shareholders and investors
  • regulation of relations between shareholders, the Board of Directors and executive bodies, as well as the issues of interaction with legal entities controlled and other stakeholders
  • assessment of the corporate governance system, development of a methodology for assessing the corporate governance system and the formation of recommendations on the measures necessary to improve the corporate governance practice

The goals and objectives, competencies of the Sustainability and Corporate Governance Committee, as well as the procedure for interaction with the Board of Directors and executive bodies of the Company are defined by the Regulations on the Sustainability and Corporate Governance Committee of the Board of Directors of PJSC TATNEFT named after V.D. Shashin.

Composition of the Committee

The Sustainability and Corporate Governance Committee consists of six people from among the members of the Board of Directors including independent members of the Board of Directors and key top managers of the Company (the Board of Directors protocol No2 dated 28.06.2024). All members of the Committee have relevant knowledge, competencies and expertise in corporate law and human rights issues, requirements of stock market regulators, socially responsible investing, and sustainable development issues

In 2024, no changes took place in the composition of the Committee.

Committee's Activities

Number of meetings and issues 2022 2023 2024
Number of meetings 7 5 2
Number of issues 33 15 8
Structure of issues 2022 2023 2024
Assessment of the current status of the corporate 2 2 1
governance system
Progress in implementing the UN SDGs 1 4 1
ESG transformation 6 2 1
Climate issues 2 1 1
Increasing energy efficiency and energy saving 5 2 1
Engagement with stakeholders 2 1 1
Review of internal documents 6 2 1
Other 9 1 1

Corporate Secretary

The Corporate Secretary ensures prompt interaction of members of the Board of Directors with the shareholders and their representatives, with the executive bodies, managers and employees of the units, coordination of the Company's actions to protect the rights and interests of shareholders, keeping minutes of meetings of the Board of Directors, assisting members of the Board of Directors in obtaining the necessary information.

The Corporate Secretary is sufficiently independent of the executive bodies and is vested with powers and resources required to perform his/her tasks. The Corporate Secretary reports to the Board of Directors, is appointed and dismissed by the General Director based on the decision of the Board of Directors. The activities are governed by the Regulations on the Corporate Secretary of PJSC TATNEFT named after V.D. Shashin.

Damir Maratovich Gamirov

Corporate Secretary – Head of the Corporate Secretary's Office of PJSC TATNEFT Chairman of the Insider Information Committee Member of National Corporate Secretaries Association (NCSA)

Graduation
year
Education
2003 Ufa State Petroleum Technical University with a degree in Economics and Management at Oil
and Gas
Industry Enterprises and a qualification of the Economist Manager
2023 Professional MBA retraining, Corporate University of PJSC TATNEFT named after V.D.
Shashin
Period Career
2003 –
2017
Economist at the Securities Section of the Property Management
Department of PJSC TATNEFT
2017 –
2021
Deputy Head of the Corporate Secretary's Office of PJSC TATNEFT
2021 –
present
Corporate Secretary –
Head of the Corporate Secretary's Office of PJSC TATNEFT

Interest in the authorized capital of the Company % – 0.000095 Holding of ordinary shares of the Company % – none

Executive Bodies of the Company

Sole Executive Body

The General Director is appointed by the Board of Directors of the Company and is accountable to the Board of Directors and to the General Meeting of Shareholders. The General Director performs his duties according to the legislation of the Russian Federation, the Articles of Association, the Regulations on the General Director of PJSC TATNEFT named after V.D. Shashin, as well as the resolutions passed by the General Meeting of Shareholders and the Board of Directors.

The General Director directs the management of the day-to-day operations of the Company, determines the organizational structure of the Company, oversees the protection of the Company's assets and their efficient use, resolves organizational issues related to the management of the Company's business structure, organizes control processes and procedures for monitoring, managing and supervising the impacts, risks and opportunities related to sustainable development and corporate responsibility. The General Director also oversees health, safety, environmental protection, the development of human resources, and social guarantees for employees.

The resolution of certain issues is delegated to the heads of business divisions and deputy general directors. The allocation of duties and responsibilities is outlined in the Company's internal documents.

Heads of business divisions and Deputy General Directors are responsible for organizing the work and implementing strategic goals, operating, financial, and business performance, sustainable development goals, efficient and rational use of resources, production and labor management, and occupational health and safety for the relevant business activities of the Company.

Collegial Executive Body. Management Board

The Management Board oversees the Company's day-to-day operations, coordinates and monitors its efficient work, and ensures that the resolutions of the General Meeting and the Board of Directors are implemented. The Board's powers extend to a wide range of matters, including long-term and short-term business development programs, as well as the Company's economic, financial and investment activities.

The procedure for forming the Management Board, the rights, duties and responsibilities of the Management Board members, and the Management Board operating regulations are established by the Regulations on the Management Board of PJSC TATNEFT named after V. D. Shashin. The rights and duties of the Management Board members are also determined by the contracts entered into on behalf of the Company by the Chairman of the Board of Directors with each member of the Management Board.

The Management Board consists of three (3) senior officers, including the Company's General Director, who have the requisite professional background and management experience in the Company's business. The composition of the Management Board is determined by the Board of Directors.

In 2024, the powers of one of the members of the Board of Directors were terminated, reducing the number of members of the Board of Directors from 4 to 3.

Meetings 2022 2023 2024
In presentia 4 4 4
in absentia 19 16 14

The Management Board holds meetings in accordance with its work plan.

Structure of issues 2022 2023 2024
Strategy 8 14 24
Operations 12 2 3
Sustainable 18 8 21
Development
Finance 6 6 6

Motivation System for Members of Governance Bodies

The Board of Directors sets the Company's policy on remuneration and/or reimbursement of costs (compensations) to the members of the Board of Directors, members of its executive bodies, and other key managers of the Company.

The remuneration of the members of the executive bodies and other key managers is determined in such a way as to provide an appropriate and justified ratio between the fixed part of the remuneration and the variable part, which depends on the performance results of the Company and the personal (individual) contribution of the employee to the final result. The variable part of the remuneration is formed taking into account the principles of motivation for the achievement of the strategic goals of the Company in 2030. The system of target setting and monitoring of key performance indicators covers not only senior management but also middle and junior management and is directly linked to annual remuneration.

The HR and Remuneration Committee is responsible for the preliminary consideration of matters pertaining to the development of effective, transparent remuneration practices.

When forming a remuneration system and determining the specific amount of remuneration to the members of the Company's governing bodies, it is assumed that the amount of the remuneration paid should be sufficient to engage, motivate and retain persons with the relevant professional background, knowledge, and skills required for the Company.

Remuneration of members of the Board of 2022 2023 2024
Directors, rubles
Remuneration for serving on a governance body 111 170 133 119 412 092 147 816 648
Salaries 15 307 325.93 15 482 752.33 17 196 190.84
Bonuses 236 572 231.12 184 337 881.12 294 430 103.69
Other types of remuneration 101 074 177.56 96 587 532.82 73 885 729.33
Compensations 1 521 636.96 8 895.61 0

The list of all types of payments made to members of the Board of Directors, as well as the conditions for their receipt, are determined by the Regulation "On the payment of monetary remuneration to members of the Board of Directors and the Revision Commission of PJSC TATNEFT, as well as compensation for expenses related to the performance of the duties of members of the Board of Directors". The Regulation ensures transparency regarding the mechanism used to determine the amount of remuneration allocated to members of governance and control bodies.

Payments to members of the Management Board are made in accordance with the basic terms of the concluded contracts for the performance of duties of a member of the Management Board.

The motivation system for the top management of PJSC TATNEFT named after V.D. Shashin was developed in alignment with a series of the Company's internal documents. The system includes the following components:

  • Remuneration based on performance results and the implementation of major projects contingent on achievement of individual performance indicators;
  • Remuneration based on the principles of long-term motivation;
  • Current monetary remuneration;
  • Social security benefits.

Information regarding the remuneration of members of the Board of Directors and the Management Board is disclosed in the consolidated financial statements under IFRS for the twelve (12) months of 2024. The address of the Internet page where the specified reports are freely available:

https://www.tatneft.ru/aktsioneram-i-investoram/raskritie-informatsii/financial-and-accounting-reporting

RISKS AND CONTROL

Risk management and internal control are integrated with each other and into the Company's management system and are part of the daily work of all Company units. In order to make optimal and reasonable business decisions aimed at achieving strategic goals and operational results of the relevant business lines and TATNEFT Group as a whole, each manager and employee shall identify and control risks, and plan their actions based on risk assessment

Precautionary principle is a key principle of the risk management and internal control system: the Company's principal approach is to assess the likelihood of a risk event and prioritize preventive measures over reactive ones. The Company adheres to the precautionary principle, which is one of the basic principles in the system of strategic and current planning of operations in all areas.

Taking into account the dynamic development of the business environment, the constant change in the composition, quality and intensity of factors that may affect the Company's activities, the Company continuously develops the risk management and internal control system in accordance with regulatory legal acts and laws of the Russian Federation, the Articles of Association, the Risk Management and Internal Control Policy, Human Rights Policy and other internal documents of the Company, the Corporate Governance Code, recommended for use by the Bank of Russia, and also on the basis of generally recognized concepts and best practices in the field of risk management and internal control, including the COSO integrated concept of building an internal control system, the concept of risk management of COSO ERM organizations within the recommendation of the Committee of Sponsoring Organizations of the Treadway Commission, international standards ISO31000 Risk Management. Principles and Guidelines and ISO31010 Risk Management. Risk Assessment Methods.

The Company is aware that the improvement of the risk management and internal control system implies thoroughness and consistency of corporate procedures in accordance with the COSO recommendations, as well as systematic training and professional development of management at all levels and the Company's personnel in the risk management and internal control.

Management System

The Board of Directors performs the key function in the formation of the Company's risk management and internal control system (RMICS) and determines the main tasks and principles of arranging internal control, approves the internal control policy, assesses the internal control system operation, reviews reports on the results of implementation of the adopted strategy and Company performance in general.

The Audit Committee of the Board of Directors assists the Board of Directors in monitoring the reliability of the risk management and internal control system and assessing the efficiency of its procedures and prepares recommendations for improving the internal control system.

The Revision Commission exercises independent control over financial and economic activities, the procedure for maintaining accounting records in accordance with applicable legislation and the presentation of accounting (financial) statements and information to shareholders.

Monitoring the operational efficiency and reliability of the RMICS is based on the "three defense lines" principle and corporate model.

FIRST DEFENSE LINE

It consists of management control at all levels of the Company's management, as well as a system of internal controls systematically and regularly exercised by managers at all levels. The Management Board and the General Director of the Company are responsible for the operation of the first defense line as the foundation of the internal control system.

Management
Board
and
ensure
the organization and operation of the risk management and internal
General
Director
of
the
control system
Company distribute
powers, duties and responsibilities among the heads of business
lines and units of the Company
assume responsibility
for the operation of the first defense line as the
internal control system
foundation
Heads of business lines and ensure
the continuous operation of the risk management and internal
units control system,
determine
adequate control procedures in the assigned units
arrange the work
of the control environment
assume responsibility for the efficient internal control to achieve the goals
of the supervised business lines and units
Company
and
TATNEFT
timely and efficiently perform all the stipulated measures and procedures of
Group employees internal control in their functional areas

SECOND DEFENSE LINE

being partly independent of the first line, it offers the opportunity to challenge and adjust the control measures of the first defense line in the course of decision making, taking into account the existing risks. Control services and units provide guidance, control and monitor compliance of the business lines with the stipulated rules and regulations, make adjustments to business processes in case of manifestation of risks and deviations.

Financial and economic
services
exercise control over the execution of payments, transactions for the
depositing and borrowing of funds, manage accounts receivable and
accounts payable, cash reserves, ensure compliance with working capital
standards, control loans issued, transactions with guarantees and sureties
Legal Department provides legal support for the TATNEFT Group's business, is responsible
for the compliance control functions, as well as for compliance with
regulatory requirements and legal norms
Control and Audit Department carries out audits of the financial and business activities of the Company
and its units for compliance with the legislation of the Russian Federation,
the Articles of Association and other internal documents of the Company,
upon which provides proposals and recommendations to eliminate the
causes and consequences of violations
Security Department is responsible for internal control in the field of counterparty risk
assessment and management, ensuring the protection of the Company's
assets, information and personal data of Company employees, information
and IT security, counteraction of fraud and corruption
ensures the physical safety and security of assets, economic security of
processes in the procurement of goods, services and sales of products
Ethics Committee oversees compliance with ethical requirements in TATNEFT Group

THIRD DEFENSE LINE

Provides an independent and objective assessment and makes recommendations regarding the adequacy and efficiency of the corporate governance and risk management system. The results of the assessment are communicated to the Board of Directors and executive bodies.

Internal Audit Department tests the efficiency of internal control during scheduled and unscheduled
internal audits, develops appropriate recommendations based on the results
of audits, arranges monitoring of the implementation of corrective
measures, and also performs an independent assessment of the internal
control system within TATNEFT Group
Hotline an independent tool for reporting dishonest and corrupt practices to prevent,
detect and suppress the same, subordinate to the Internal Audit Department

Risk management culture

Risk management includes processes pertaining to risk identification, analysis and decision-making, which include maximizing the benefits and minimizing the adverse consequences of the risk event occurrence.

Strategic Risk Management

The Company analyzes and assesses strategic risks on a regular basis, which is reflected in the updating of the Company's strategy. In particular, macroeconomic and industry trends are predicted and taken into account, including the dynamics and quality of economic growth, trends in demand for oil and energy resources, basic factors underlying the dynamics of demand, supply and oil prices in the world market, and currency fluctuations. At the same time, other global socio-economic processes, climate changes, the state of foreign policy and government regulation, infrastructure and other conditions and restrictions that may affect the Company's operations are given due regard. The Board of Directors and Management Board of the Company discuss strategic risks on a regular basis.

Operational Risk Management

In order to ensure the efficiency of the risk management system at the operational level, the Company develops and implements internal documents governing risk management. The Company updates the register of operational risks for all business units at least once a year. Identification, assessment and monitoring of operational risks are focused on increasing the likelihood of achieving strategic and medium-term goals, indicators of business plans of units and specific production results.

The Company assesses risks when developing three-year and annual business plans for TATNEFT Group, taking into account the implementation of the approved Strategy. When developing business plans and sources of funding, macroeconomic parameters and various scenario conditions are taken into account, including market volatility and prices for oil and petroleum products, planned volumes of oil production and refining, the structure of oil and petroleum product exports, state regulation conditions, etc. Cash flow management is carried out based on the principles of continuity of current activities, fulfillment of obligations, implementation of investment programs and creation of an acceptable level of reserves.

Principles of Risk Management

A systematic approach to Responsibility for risk Cross-functional interaction
managing all types of risks, in all management of each process between business processes
fields, at all stages participant
Unified information space of the
risk management system
Separation
of
decision-making
levels according to the level of
risk significance
Linking processes and functions
to goals
Movement of risks "bottom up"
(decision
making)
and
"top
down" (control and management)
Economic
efficiency
and
reasonable sufficiency
Controlling the efficiency of risk
management
(monitoring
and
response)

In order to shape the risk management culture, the Company accumulates knowledge about risks, analyzes realized and prevented risks and distributes this knowledge among employees and management of the Company, for which the Corporate University of the Company implements advanced training programs in the following areas: Change Management, Project Management, Risk Management, and Process Management.

Information on the main risks is provided in Appendix 2 to this Annual Report "Main Risks."

Insurance Coverage Management

Compulsory and voluntary insurance programs are widely used at TATNEFT Group entities. The insurance protection program is implemented with the engagement of the major Russian insurance companies that have a high current reliability/financial stability rating.

In connection with the current situation in the international market, since 2022, reinsurance has been carried out by Russian National Reinsurance Company, JSC, the founder of which is the Bank of Russia.

Insurance of Liability Risks of Governance Body Members

The Company insures liability risks of members of the Company's governance bodies, inter alia, abroad, under the terms and within the scope that are consistent with the insurance market for such risks in the Russian Federation. In 2024, Ingosstrakh Insurance, Public Joint Stock Company provided liability insurance for governance bodies' members.

Internal Control

The internal control system covers the key business processes of TATNEFT Group, which contributes to ensuring the reliability of financial statements, compliance with legislation and local regulations of the Company. Internal control helps to improve the efficiency of the Company's management in financial and business activities, prevents damage to the reputation of the Company.

Internal control principles

Process integrity at all
management levels
Uniformity of the methodological
base
Continuity of operation
Risk-based approach Comprehensive coverage of
business lines
Responsibility of process subjects
Timeliness of information Division of powers in the field of
internal control
Reasonable sufficiency of control
procedures
Ensuring smooth operation Documentation of control
processes
Combating fraud and corruption
Continuous development and
improvement
Interaction and coordination of
control subjects at all levels
Independent assessment

Plans to improve the risk management and internal control system

  • Particular attention is paid to the risks of ensuring business continuity, sustainable development and ESG factors
  • Centralized approaches to system identification, ranking and risk management are being introduced, internal reporting procedures are being improved
  • To mitigate the impact of operational risks, work continues to improve the maturity of the management system in the field of health, safety and environment
  • Risk-based insurance approaches are being improved

Control Systems Efficiency Assessment

External Audit The Audit
Committee reviewed the quality management system of the external auditor,
compliance with auditor independence requirements in accordance with Russian and
international standards, and did not find any circumstances that would indicate
inefficiency of the external audit processes
(Minutes of the Audit Committee of the Board of Directors of PJSC TATNEFT No. 03/25
dated 10.03.2025)
Internal Audit The Audit Committee did not find any criteria or circumstances that would indicate the
inefficiency of the internal audit system
(Minutes of the Audit Committee of the Board of Directors of PJSC TATNEFT No. 01/25
dated 17.01.2025)
Risk Management
and Internal
Control System
According to the results of the audits, no critical facts were found on the basis of which
it could be concluded that the Company's internal control and risk management system
is inefficient. Based on the identified shortcomings, recommendations were given for
their elimination. Corrective measures were developed, the implementation of which
is
regularly monitored by the Internal Audit Department.
(Minutes of the Board of Directors of PJSC TATNEFT No. 9 dated 27.01.2025)

Internal Audit

The internal audit of the Company is aimed at assessing the reliability and performance of the Company, provides for identification of internal reserves to increase the efficiency of the financial and business activities of the Company and TATNEFT Group, and to improve the internal control and risk management system.

The internal audit function is isolated by the nature of its activities, it has the necessary independence status, it is administratively subordinate to the General Director, functionally to the Board of Directors of PJSC TATNEFT, which corresponds to the best Russian and international corporate governance practices.

The Internal Audit Department operates in accordance with the International Professional Standards of Internal Auditing and the Code of Ethics of the Institute of Internal Auditors. The goals, objectives and powers of the Company's Internal Audit Department are defined by the Regulation on the Internal Audit Department of PJSC TATNEFT.

The internal control system efficiency is assessed taking into account the coverage of the main and auxiliary business processes in all fields of the Company's operations in accordance with the internal audit plan approved by the Board of Directors. When preparing the annual plan, proposals received as a result of a survey of heads of business lines and units of the Company, the results of previous audits, the significance of the topic for the implementation of the strategic objectives of TATNEFT Group, the level of risks and other factors are taken into account.

As part of the audit, a system of internal control over the operational efficiency of processes, compliance with the legislation, and safety of property is considered. The audit is conducted using the risk-based approach. The report on the results of the internal audit is sent to the management of the Company and the Audit Committee. The Internal Audit Department monitors the implementation of measures and informs the Company's management and the Audit Committee of the Board of Directors on the progress of elimination of the identified deficiencies.

In 2024, the Internal Audit Department conducted 8 audits and took part in unscheduled projects on various issues of the Company's financial and economic activities. The implementation of action plans approved based on the results of projects was monitored, and the work plan of the Internal Audit Department for 2025 was approved.

Quality Assessment of the Internal Audit Function

In order to obtain an independent opinion on the quality of the internal audit function, the Company, in accordance with the recommendations stipulated by law, performs an external audit quality assessment at least once every five years.

In 2021, Ernst & Young LLC - Assessment & Advisory Services assessed the quality of the internal audit function. Based on the assessment results, the activities of the Company's Internal Audit Department generally comply with the International Professional Standards of Internal Auditing of the Institute of Internal Auditors and the Code of Ethics.

External Audit

In order to independently assess the reliability of the accounting (financial) statements, the Company annually engages an external auditor to conduct an audit of statements prepared under International Financial Reporting Standards (IFRS) and Russian Accounting Standards (RAS). The General Meeting of Shareholders appoints an audit organization based on the recommendation of the Board of Directors of PJSC TATNEFT, adopted on the basis of the assessment carried out by the Audit Committee.

JSC Technologies of Trust – Audit was appointed an auditor for compulsory audit of the annual financial accounting statements for 2024 prepared in accordance with Russian and International Accounting Standards by the decision of the Annual Meeting of Shareholders (Minutes No. 48 dated 27.06.2024).

Auditor's Remuneration for 2024

The remuneration paid to the auditor for the reporting year for assurance services is (excluding VAT) amounted to 137.3 million rubles, including:

  • RUB 90.6 million for conducting a mandatory audit of the consolidated financial statements of TATNEFT Group prepared in accordance with IFRS, and the financial statements of PJSC TATNEFT pursuant to RAS;
  • RUB 7.8 million for the provision of audit-related and other services connected with auditing activities;
  • for the audit of controlled organizations 38.9 million rubles.

Consulting and other services provided by the network of Trust Technologies amounted to 4.7 million rubles.

Revision Commission

Exercises control over the financial and business activities of the Company, over compliance with the legislation of the accounting procedure and over the submission of accounting (financial) statements and information by the Company to the relevant authorities and shareholders in accordance with the procedure and within the terms determined by the legislation of the Russian Federation.

The Revision Commission activities are regulated by the Company's Articles of Association and Regulation on the Revision Commission of PJSC TATNEFT named after V.D. Shashin.

In 2024, the Revision Commission held 8 meetings, during which issues related to the state of the Company's accounts receivable and payable were reviewed, as well as issues concerning the inventory of the Company's assets. This included examining the existing local regulatory acts governing inventory procedures, processes for ensuring asset security, and analyzing documents related to the Company's mandatory annual inventory.

The expenditure of funds allocated in accordance with the approved business plans was monitored by the Revision Commission, and an audit of the financial and economic activities of the Company for 2024 was carried out.

In the course of work of the Revision Commission in 2025, the reliability of the data disclosed in the annual accounting (financial) statements and the Company's Annual Report for 2024, as well as the data disclosed in the Report on the Major and Related-Party Transactions of PJSC TATNEFT named after V.D. Shashin in 2024, was confirmed.

The conclusions of the Revision Commission are communicated to the Annual General Meeting of Shareholders.

The Revision Commission is elected as a body of eight members by the General Meeting of Shareholders for a term until the next Annual General Meeting of Shareholders. One member of the Revision Commission is appointed based on the special "golden share" right (Law of the Republic of Tatarstan No. 43-ZRT "On Privatization of State Property of the Republic of Tatarstan" dated 26.07.2004). A shareholder of the Company and any person proposed by a shareholder may be a member of the Revision Commission, with the exception of members of the Board of Directors and the Management Board of the Company.

Remuneration of members of the Revision Commission,
RUB
2022 2023 2024
Remuneration for participation in the work of the control body 2,122,874 2,594,408 3,126,536

BUSINESS ETHICS

Values and Principles

The Company maintains an impeccable reputation and carries out its activities in compliance with ethical business standards based on the principles of:

  • strict compliance with the applicable legislation, respect for human rights and freedoms, respect for the honor and dignity of an individual
  • assuming such obligations as it considers possible to fulfill, preventing any improper performance
  • prevention of corruption and bribery
  • exclusion of the possibility of participation in illegal transactions
  • requirements for the fulfillment of similar obligations by the Company's counterparties and partners.

The approach to business ethics is holistic. Ethical aspects permeate all aspects of the Company's activities — from procurement activities and interaction in the team, to safety and trading operations. The Company systematically approaches the analysis of risks in this field and the development and implementation of measures to manage such risks.

The main documents regulating the Company's activities in the field of compliance with the basic principles and standards of business ethics are:

  • Corporate Governance Code of PJSC TATNEFT named after V.D. Shashin
  • Corporate Culture Code for PJSC TATNEFT Employees
  • Anti-Corruption Policy of PJSC TATNEFT named after V.D. Shashin
  • Information Policy of PJSC TATNEFT named after V.D. Shashin
  • Policy on Cybersecurity and Cyber Resilience of PJSC TATNEFT named after V.D. Shashin
  • Regulation on the Ethics Committee and Ethics Commissions of Business Units of PJSC TATNEFT named after V.D. Shashin
  • Regulation on the Settlement of Conflicts of Interest in PJSC TATNEFT named after V.D. Shashin
  • Regulation on Commercial Secrets of PJSC TATNEFT and Instructions on the Procedure for Forming the List of Information Constituting Commercial Secrets
  • Regulation on the Corporate Hotline Functioning
  • Regulation on the Acceptance and Giving of Gifts and the Organization of Business Events
  • Regulation on Compliance with Anti-Corruption Rules and Regulations in the Process of Fulfilling Contractual Obligations

Ethics Committee

In order to develop corporate and business ethics in the Company, maintain a positive business image of the Company and create an internal mechanism for responding to conflict situations pertaining to violations of norms and rules, the Company has established the Ethics Committee.

Principles of the Committee's work

INDEPENDENCE FAIRNESS OBJECTIVITY
TRANSPARENCY LIABILITY CONSTRUCTIVITY

If there is information about a violation of the provisions of the Corporate Culture Code, the employee may contact the Ethics Committee. The Ethics Committee investigates violations of the Corporate Culture Code by employees of the Company. Based on the results of the investigation, the Ethics Committee prepares a report, and in case of confirmation of a violation of the Code, makes recommendations on the application of measures of influence to persons who committed a violation, and also develops measures to prevent such cases.

Insider Information Protection

The Company pays special attention to the measures aimed at preventing inadmissible misuse of the insider information. In its activities, the Company is guided by Federal Law No. 224- FZ "On Preventing the Illegal Use of Insider Information and Market Manipulation and on Amending Certain Legislative Acts of the Russian Federation" dated 27.07.2010, other legislation of the Russian Federation, and Regulation (EC) 596/2014 of the European Parliament and Council of the European Union "On Market Abuse" dated 16.04.2014.

The Company provides all necessary procedures for the protection of insider information with the relevant internal regulations. The Board of Directors approved the Regulation on the Insider Information, which contains a list of insider information and governs the procedure for circulation, access and disclosure of insider information.

Every year, the Company creates a Calendar of Periods Available to an Insider for Transactions with Securities of PJSC TATNEFT, and publishes it on the corporate website. For persons who have access to insider information, explanatory work is carried out on an ongoing basis about the requirements of applicable legislation, and information materials are also posted on the corporate website.

The person responsible for monitoring compliance with the requirements of the legislation of the Russian Federation on combating the misuse of insider information and market manipulation is the Corporate Secretary of the Company.

INSIDER INFORMATION PROTECTION SYSTEM

Insider Information Protection Committee

To ensure the protection of insider information, the Insider Information Protection Committee has been established and operating in the Company.

The Insider Information Committee ensures the identification, analysis, assessment and monitoring of the risk of adverse consequences for the Company as a result of violations of the requirements of applicable legislation in the field of the procedure and terms for the disclosure of insider information, controls the compilation by the Company of its own lists of insider information and amendments thereto, ensures compliance with the rules of access to insider information, performs other functions provided for by the applicable legislation.

Corporate Secretary –
Head of the Corporate Secretary's Office
Head of Information Policy Department
Deputy Head of the Corporate Secretary's Office

To address issues related to the public disclosure of insider information, the Insider Information Committee has created a group on Telegram, which allows for real-time discussions and decision-making regarding the disclosure of information related to the Company's financial and business activities that constitutes insider information.

Insider Information Protection Activities

The Company maintains a list of insiders and sends it monthly to the Department for Combating Unfair Market Practices of Moscow Exchange, PJSC. In addition, the list of insiders is provided to the UK Stock Market Regulator (FCA) based on a corresponding request sent by the Regulator. As of 31.12.2024, the list of the Company insiders included 12 legal entities and 214 individuals. During 2024, 14 individuals were included in the list of insiders, and 15 individuals were excluded.

Changes in the number of insiders are associated with natural staff turnover, changes in the organizational structure of the Company, and changes in the criteria for including individuals in the list of insiders.

In 2024, 12 lists were transferred to the organizer of trades through the Insider Lists Information Disclosure System.

Information about the inclusion of a person in the list of insiders and exclusion from the list of insiders is communicated to such persons by sending a written notice. In addition, when a person is included in the list of insiders, such person, in accordance with the requirements of the London Stock Exchange, receives a Notice of Inclusion in the List of Insiders, Legal and Regulatory Liability.

In 2024, no cases of illegal use of the Company's insider information by insiders were revealed.

Information Policy

The Company's information policy regulates the scope of information subject to public disclosure, the procedure for providing information to the Company shareholders, the procedure for the Board of Directors members and the Company employees to interact with the Company shareholders and other parties concerned, the goals and principles of protecting confidential and insider information as well as mechanisms for monitoring compliance with the Company's Information Policy.

The Company follows the principles of commitment to transparent and responsible business conduct, fair competition, maintaining an open dialogue in developing cooperation with shareholders, investors and the business community. When disclosing information, the Company ensures its neutrality, that is, the independence of the presentation of such information from the interests of any entities or groups of entities.

Information Policy principles

TIMELINESS RELEVANCE REGULARITY
CONSISTENCY PROMPTNESS RELIABILITY
ACCESSIBILITY CONFORMITY COMPARABILITY

The Company avoids a formal approach when disclosing information about its activities, and does not omit adverse information about itself if such information is material to shareholders, investors and other stakeholders. The Company strives to ensure the simultaneous disclosure of material information in the Russian Federation and abroad in accordance with the requirements for listing the Company's securities in overseas organized securities markets. The procedure for interaction of the Company's officials when disclosing information is set out by the Regulation on Mandatory Disclosure of Information of PJSC TATNEFT named after V.D. Shashin, which determine the composition and scope of information subject to mandatory disclosure, the terms of disclosure and the persons responsible for its preparation and disclosure.

Information subject to mandatory disclosure in accordance with the legislation of the Russian Federation is disclosed on the Internet information and telecommunications network:

on the page of the information agency authorized to disclose information of the Company (https://d.skrin.ru/disclosure/1644003 838)

Following the principles of responsibility and openness of information policy, the Company, on a voluntary basis, additionally provides information about its activities, including the issues of social, environmental and other significance:

  • Publication of information materials on the official website, on the official websites of TATNEFT Group entities, in corporate media
  • publication of information materials in the media and social networks
  • arrangement of speeches and interviews with Company representatives
  • holding meetings with shareholders, investors, representatives of the expert community, as well as with stakeholders
  • holding and participating in exhibitions, conferences, seminars and presentations in Russia and abroad

Conflict of Interest

The Company strives to prevent possible corporate conflicts through transparent corporate governance procedures and strict adherence to the code of corporate conduct. Potential conflicts of interest are prevented at all management levels.

The corporate governance system of the Company includes a framework of rules and procedures aimed at regulating and eliminating possible conflicts of interest between governance bodies and shareholders, as well as between the shareholders, if the conflict affects the interests of the Company, identifying and resolving all possible general and specific problems, related to the rights of shareholders at the level of the Board of Directors, executive bodies, Top managers and employees of the Company.

In the event of any corporate conflict, the Company takes all possible measures to resolve it and protect the rights and legitimate interests of shareholders, as well as other participants in the corporate relations.

The Company ensures disclosure of information about conflicts of interest in the event of occurrence thereof, including disclosure of information about related-party transactions.

In 2024, PJSC TATNEFT performed no transactions recognized as major transactions in accordance with Federal Law No. 208-FZ "On Joint-Stock Companies" dated 26.12.1995.

Report on major and related-party transactions concluded by PJSC TATNEFT named after V.D. Shashin in 2024

Managing Conflicts of Interest

The Company considers conflicts of interest as situations and circumstances in which the private interests of a shareholder, member of the management body or employee (their close persons and/or relatives) contradict or may contradict the interests of the Company and, thus, affect or may affect objective decision-making, for the proper performance of official duties, as well as those that could lead to harm to the rights, legitimate interests, property and/or business reputation of TATNEFT Group.

Prevention and resolution of corporate conflicts is part of the risk management policy and is secured by the Board of Directors. Particular significance is attached to independent directors who take measures to prevent and resolve conflicts between the Company and its shareholders, as well as minimize consequences and provide effective protection to shareholders in the event of a violation of their rights. The competence of the executive bodies of the Company to participate in the consideration and resolution of corporate conflicts is determined by the nature of the conflict.

Shareholders

The Company provides equal opportunities for shareholders to exercise their rights provided for by the applicable legislation. In addition, the Company organized work on interaction with shareholders, including clarification of the Company's standpoint at the request of shareholders.

Board of Directors

To prevent possible conflicts of interest among members of the Board of Directors, the Company has introduced certain restrictions and requirements for members of the Board of Directors. Thus, a member of the Board of Directors shall refrain from actions that will or may lead to a conflict of interest. The Chairman of the Board of Directors and independent directors monitor compliance with the mechanism to prevent a conflict of interests of members of the Board of Directors.

Executive Bodies

The General Director, members of the Management Board and key management personnel is required refrain from taking actions that could lead to a conflict of interest, and in the event of such a conflict, they shall notify the Chairman of the Board of Directors / Chairman of the Management Board.

Employees

Prevention, identification and resolution of conflicts of interest of employees is carried out by introducing verification procedures when making personnel decisions, when hiring, when transferring employees to another job or assigning them to a new position.

In most cases, collaboration of close relatives in the Company is not prohibited, with the exception of collaboration of close relatives who are directly subordinate. Family relationships between the Company's employees should not affect the performance of official duties or influence decisions.

The Company has established a permanent Commission that considers issues of conflict of interest settlement. The employee is required to inform the Conflict Resolution Commission or the immediate supervisor in the event of personal interest or a conflict of interest.

Tools for Preventing Conflicts of Interest

  • Making collegiate decisions on the most significant issues
  • Monitoring employee compliance with job duties
  • Clear delineation of responsibility and authority of employees.
  • Ensuring the protection of confidential information
  • Corporate training on business ethics principles

Anti-Corruption Policy

In accordance with the Convention of the Council of Europe "On Criminal Responsibility for Corruption," Federal Law No. 273-FZ "On Combating Corruption" dated 25.12.2008, Decree of the President of the Russian Federation No. 478 "On the National Anti-Corruption Plan 2021-2024" dated 16.08.2021 and the Anti-Corruption Policy of PJSC TATNEFT named after V.D. Shashin approved in a new version in 2022, the Company strictly complies with the anti-corruption legislation of the Russian Federation, as well as the anti-corruption legislation of other countries where it operates, along the entire value chain.

The Anti-Corruption Policy defines the legal framework and key principles of anti-corruption, describes the measures taken by the Company to combat corruption.

Main objectives and goals of the Policy:

  • preventing corruption
  • investigating and reporting corruption offenses
  • minimizing and eliminating the consequences of corruption offenses

Anti-corruption mechanisms:

  • the guarantee of anonymity and the possibility of material incentives through monetary remuneration for reporting information
  • holding an employee accountable regardless of the status
  • implementation of a set of measures to prevent the emergence of conflicts of interest

In order to improve and control the anti-corruption system, a commission was established, which included representatives from the supervisory units of the Company, which also made it possible to ensure transparency of anti-corruption measures.

Ways to report corruption:

  • report to the immediate or superior supervisor
  • report to the Hotline 24/7 communication channel
  • contacting law enforcement agencies

The Company guarantees confidentiality to all Employees and other persons who in good faith report corruption risks and violations.

Zero tolerance to corruption and
prohibition of corrupt practices
in
all forms and manifestations
The inevitability of punishment
without taking into account the
position held, period of work,
status
Legality, including applicable
foreign laws
The tone of senior
managementabout an
uncompromising attitude towards
any forms and manifestations of
corruption at all levels
Systematicity and proportionality
of procedures to combat corruption
activities
The principle of due diligence
in
assessing the risk of conflict of
interest and tolerance to corruption
Monitoring of
implemented anti
corruption procedures and
compliance monitoring
Protection of the interests of
employees, non-application of
sanctions for lost profits when
refusing corrupt actions
Responsibility
of employees and
partners for non-compliance with
legislation, as well as Company
policies and procedures

Principles of Anti-Corruption Activities

Informing Personnel about and Training in Anti-Corruption Methods

The Company informs employees and explains the principles and norms of applicable legislation and internal documents in the field of anti-corruption, including training on the basics of preventing involvement in corruption and explains its policy in this field to contractors.

The training of the employees is carried out in accordance with the approved plan, and the following advanced training courses on anti-corruption policy have been organized: "Economic Security of an Enterprise", "Information and Analytical Work of the Economic Security Service".

When electing new members to the Board of Directors, the Company ensures that newly elected members are familiarized with a specially prepared brief presentation containing basic anti-corruption principles.

Anti-Corruption Efforts

The Company identifies, assesses and periodically reassesses corruption risks specific to its potentially vulnerable business processes, based on investment and strategic development plans. The Company has more than 10 regulatory acts in force that govern anti-corruption standards. Work is underway to adjust the regulatory framework in combating corruption and its manifestations.

In order to protect the interests of the Company when concluding contracts with the winners of tender procedures, a mandatory condition is the inclusion of the "Anti-Corruption Conditions" section, which provides for liability for each violation of the accepted conditions.

The Corporate Culture Code for employees of PJSC TATNEFT contains a provision on zero tolerance to corruption in any of its manifestations and a ban on employees engaging in any corrupt practices.

The standard for the application of disciplinary penalties provides for the dismissal of an employee for a failure to take measures to prevent or resolve a conflict of interest to which such employee is a party.

In 2024, the Company's Security Department performed due diligence with respect to 742 candidates for employment and transfer within the TATNEFT Group. As a result of the review, 21 candidates were denied employment.

To ensure the security of trade and procurement activities, suppliers and buyers of goods, works, and services are evaluated based on economic security criteria. The process of counterparty verification has been automated. An automated check of the founders and executives of counterparties against the Company's employee register has been implemented to identify potential conflicts of interest.

Continuous anti-corruption activities ensures that the number of corruption cases has been minimized.

There is no information as regards public court cases initiated against the Company or its employees in connection with the imposition of liability measures for corruption offenses in 2024.

Information System

The Company effectively operates its Hotline, a system for reporting adverse impacts, through which an employee or an outsider can report on possible cases of unethical conduct, various violations related to the Company's operations, namely, professional activities, corporate governance and corporate ethics issues, respect for human rights, work schedule, social aspects, industrial and environmental safety, occupational health and safety, quality of products and services, corruption-related and other issues.

The Hotline principles are based on:

  • confidentiality
  • objectivity
  • responsibility for taking action
  • inadmissibility of any forms of pressure on whistleblowers

The Hotline supervisor is the Internal Audit Department, which directs the received requests to the relevant services and monitors corrective actions. All requests are considered and, if necessary, measures are implemented to improve the internal control efficiency, minimize possible adverse consequences, and inform stakeholders.

The regulated period for consideration of requests is 30 calendar days, with the exception of requests requiring immediate response or additional investigation. Whistleblowers having provided reliable information that allowed the Company to prevent or stop losses are given monetary remuneration.

Information about the Hotline is posted on the Company's website, information stands of TATNEFT Group enterprises, pay sheets, workwear issued to employees, etc.

Hotline requests

In 2024, the Hotline received 2,417 calls

951 (39%) 506 (21%) 940 (40%)
accepted for review issues related to the activities of gas non-core requests
stations (spam,
duplicate
requests,
information
not
related
to
the
Company's activities)

Regarding the requests accepted for review:

inspections conducted – 613

consultations provided and services informed – 338

Of the 613 investigations, 80 confirmed the stated facts, corrective measures were implemented, 9 employees were deprived of bonuses, disciplinary measures were applied to 3 employees, employment relations with 4 employees were terminated, and one individual was paid monetary remuneration. 12 requests were received regarding facts of adverse impact on the environment. Facts of 7 requests were confirmed and appropriate measures were taken.

951 accepted for review
CVs 4%
Securities 6%
Social matters 23%
Possible abuse/theft 6%
Procurement procedures 6%
Other 6%
Environment, HSE 4%
Employment relations 45%

Requests and complaints from external stakeholders and individuals are registered in the electronic document management system and are subject to review within 30 calendar days from the date of receipt. Requests and complaints are not sent for consideration to those Company officials whose actions are being appealed.

Channels for requests:

  • Tel.: 8-800-100-4112;
  • e-mail [email protected]
  • filling out the feedback form in the Hot Line section on the official website of the Company https://tatneft.ru
  • sending a message to the Corporate Social Network group Hot Line of PJSC TATNEFT https://kss.tatneft.ru/workgroups/group/11121
  • by mail marked Hotline on the envelope to the official address of the Company

SHAREHOLDERS' EQUITY

In 1994, a new milestone was reached in the Company's history with the initiation of privatization and public offering of shares. In 1994, trading of the Сompany's shares commenced outside the quotation list on the RTS exchange. In 1995, the shares were included in the highest quotation list of the MICEX exchange. The Company was among the first Russian entities to place its securities on the international capital market, thereby expanding the pool of potential investors. In December 1996, American Depositary Receipts (ADRs) were issued and began trading on the London Stock Exchange.

The Company is currently commemorating a milestone in its public status: the 30-year anniversary of its listing on the stock market.

The global reach of shareholders encompasses Russia (where the majority of shareholders reside), as well as North America, Australia, Europe, and Asia.

Authorized capital

The authorized capital of the Company is comprised of the par value of the shares acquired by the shareholders and totals 2 326 199 200 rubles.

The authorized capital of the Company is divided into two types of uncertificated registered shares of equal par value of 1.00 (one) ruble each:

  • Preferred stock amounting to 147 508 500 shares represents 6.34% of the Company's authorized capital.
  • Ordinary stock amounting to 2 178 690 700 shares represents 93.66% of the Company's authorized capital.
Share details Registered ordinary shares Registered preferred shares
Form of issuance Uncertificated Uncertificated
Amount of issued shares 2 178 690 700 147 508 500
Par value per share, rubles 1.00 1.00
State Registration Number of 1-03-00161-A 2-03-00161-A
Share Issue
State Registration Date 26.10.2001 26.10.2001
International Securities RU0009033591 RU0006944147
Identification Number
(ISIN)
International Financial Instrument ESVXFR EPXXXR
Classification Code (CFI)
Stock exchange and ticker symbol PJSC Moscow Exchange (MOEX) PJSC Moscow Exchange (MOEX)
PJSC SPB Exchange PJSC SPB Exchange
TATN TATNP

Shareholders' Equity Structure*

*The information is provided as of 24.11.2024, i.e. on the record date of determining (fixing) the persons entitled to participate in the last extraordinary general meeting of shareholders of the Company, unless otherwise specified in the text of the Shareholders' Equity section.

The total shareholders of the Company exceed 715 thousand. Of these, 700 194 are holders of ordinary shares.

The total number of shareholders increased by more than 125 thousand during the calendar year. This significant growth in shareholder numbers is a testament to the investment community's confidence in the Company's development strategy and dividend policies, thereby underscoring their credibility.

The Company does not have a major controlling shareholder. The Government of the Republic of Tatarstan holds a 34% stake in the authorized capital. The Company holds a special "golden share" right, which entitles the Government of the Republic of Tatarstan to designate one member to the Board of Directors and one member to the Company's Revision Commission. This privilege also grants the Government of Tatarstan the authority to veto decisions made by the General Meeting of Shareholders on specific issues, as outlined in the Federal Law No. 178- FZ of 21.12.2001 "On Privatization of State and Municipal Property."

Holders of five (5%) percent or more of Type
of
Authorized Ordinary shares,
the authorized capital or ordinary shares entity capital, % %
JSC Svyazinvestneftekhim Owner 27.23239 29.07178

The Company hereby declares that it has no information indicating the existence of shareholdings in excess of five (5) percent, other than those referred to above, nor does it have information indicating the possible acquisition by certain shareholders of a degree of control disproportionate to their shareholding in the Company's authorized capital, whether by virtue of shareholders' agreements or otherwise.

There are no shares held by the Company.

The shares held by legal entities controlled by the Company represent 3.34% of the Company's authorized capital.

American Depositary Receipts

In December 1996, the Company issued American Depositary Receipts (ADRs), with each ADR representing the right to six (6) ordinary shares of the Company. Since 2021, Citibank, N.A., has been the depository bank for the ADR program of PJSC TATNEFT. The depositary receipts of PJSC TATNEFT are listed on the London Stock Exchange.

Type of security ADR
International Securities Identification Number
(ISIN)
US8766292051
Amount (% of authorized capital) 8.50897
Depository Citibank, N.A. / JSC CB Citibank
Stock Exchange London Stock Exchange,
ticker symbol ATAD

The amendments made in April 2022 by the Federal Law "On Amendments to the Federal Law "On Joint Stock Companies" and certain legislative acts of the Russian Federation No. 114-FZ dated 16.04.2022 introduced a ban on trading of securities of Russian issuers outside the Russian Federation without special permission. The Government Commission granted PJSC TATNEFT permission to continue ADR trading outside the Russian Federation. This approval has enabled the extension of PJSC TATNEFT's ADR program with no time limit.

Ratio of ADRs to ordinary shares

as of 31.12.2021 as of 09.01.2023 as of 14.11.2024
93.5 million ADRs -
25.7% of
49 million ADRs -
13.5% of
33 million ADRs –
9.09% of
ordinary shares ordinary shares ordinary shares

Bonds

In 2019, the Board of Directors approved the issuance of an exchange-traded bond program (Series 001P, Identification Number 4-00161-A-001P-02E) in the amount of up to 100 billion rubles. In January 2023, the Board of Directors approved amendments to the Exchange-Traded Bond Program (Series 001P, Identification Number 4- 00161-A-001R-02E) to increase the program cap to 300 billion rubles. In June 2023, the program cap was further increased to 400 billion rubles.

The exchange-traded bonds of the BO-001R-01 series in the amount of 15 000 000 units with a par value of 1 000 000 rubles (State Registration Number of Issue 4B02-01-00161- A-001P, ISIN Code - RU000A1018K1) issued under the Exchange-traded Bonds Program (Series 001P, Identification Number 4-00161-A-001P-02E) were redeemed on 20.12.2022, due to the expiration of their circulation period.

Yield on Securities

Capitalization

The Moscow Exchange trades in the Company's ordinary and preferred shares, which are represented in the First Level Quotation List. These shares are included in the calculation base of key indices of the Russian stock market, reflecting high earnings yields.

  • RTS and MICEX indices
  • Oil and Gas Indices
  • Blue Chip Index
  • RSPP Sustainability Vector Index
  • RAEX ESG index
  • Islamic Investment Index

Since 2021, the Company's shares have been trading on the PJSC "SPB Exchange" without being included in the quotation lists.

Capitalization 2020 2021 2022 2023 2024
bln rubles 1 185.9 1 158.2 810.4 1 654.1 1 609.7
bln dollars USA 16.1 15.7 11.3 18.3 15.8

Value of securities*

Type of securities 2020 2021 2022 2023 2024
Ordinary (RUB) 512.2 500.5 348.9 711.3 692.7
Preferred shares (RUB) 475.0 459.3 340.8 708.0 681.5
ADR (\$)** 40.8 41.5 - - -

*Closing price on the last trading day of the year

** Since March 3, 2022, the London Stock Exchange has suspended admission to trading of PJSC TATNEFT's ADR.

Dividend policy

The Company adheres to a balanced dividend policy, recognizing dividends as one of the key indicators of investment attractiveness for its shareholders.

The Board of Directors determines the amount of dividends proposed to the general meeting of shareholders on the basis of an economically sound approach to the distribution of earnings and a balance between the short-term and long-term interests of shareholders. The principles and conditions for making decisions on the payment of dividends are established by the Regulation "On the Dividend Policy of PJSC TATNEFT named after V.D. Shashin".

History of dividend payments

"In determining the amount of dividends to be proposed to the general meeting of shareholders, the Board of Directors takes into account the amount of net profit and assumes that the amount of funds available for the payment of dividends will be at least 50% of the net profit determined in accordance with RAS or IFRS, whichever is the higher. In doing so, the Board of Directors takes into account the Company's commitments and investment program, working capital requirements and reserves necessary for production operations, and assumes that free cash generated after financing the investment program, meeting commitments and other needs of the Company can be distributed in the form of dividends. In addition to restrictions on the payment of dividends stipulated by law, the Board of Directors may decide to propose to the General Meeting of Shareholders not to pay dividends for the reporting period if such payment, in the opinion of the Board of Directors, including taking into account the financial and economic situation and its development prospects, may lead to a deterioration of the Company's financial position or its ability to finance the investment program and/or social commitments."

Dividend per share, rubles 2020 2021 2022 2023 2024*
Preferred 22.24 42.64 67.28 87.88 98.7
Ordinary 22.24 42.64 67.28 87.88 98.7

* The amount of dividends proposed by the Board of Directors for approval at the annual General Meeting of Shareholders

The Board of Directors proposes to the general meeting of shareholders of the Company to make a decision on payment of dividends on preferred and ordinary shares in the amount of 98,70 rubles, taking into account the previously paid dividends based on the results of the six (6) and nine (9) months in the amount of 55 rubles 59 kopecks. Additional dividends as of year-end 2024 are estimated at 100 billion 282 million rubles, equivalent to 43 rubles 11 kopecks per share.

Dividends paid 2020 2021 2022 2023 2024
Amount of dividends, billion rubles 51.7 99.1 156.4 204.2 229.6
Dividend as a percentage of IFRS net 50 50 55 71 75
profit*, %.

* The amount of dividends proposed by the Board of Directors for approval at the annual General Meeting of Shareholders

According to the results for 2024, it is proposed to allocate 229 billion 596 million rubles for dividend payments, which is 75% of the net profit according to IFRS.

The company's strong cash flow allows it to reliably pay dividends without depleting its funding sources. This ensures sufficient liquidity to maintain its investment program, support ongoing operations, and fulfill existing obligations.

Shareholder and Investor Relations

The Company's highest priority in liaising with shareholders and the investment community is to establish an honest dialog between management and stakeholders to ensure that shareholders and investors are confident in the effectiveness of their investments.

The Company's relationship with shareholders and investors are based on ensuring that responsible managers and key employees of the Company are available to communicate with shareholders, investors, stock market analysts, and consultants of institutional investors to discuss the Company's development plans, performance, and progress towards achieving sustainable development goals.

Liaison Principles

Ensure equal treatment Improve existing Identify and resolve Take the necessary
and respect for the mechanisms and general and specific actions when there is a
rights and interests of develop new ones to issues
related to the
conflict between
all shareholders of the enhance the efficiency exercise of governing bodies and
Company, regardless of and quality of relations shareholders' rights shareholders, or between
the number of shares held with shareholders. shareholders when the
conflict affects the interests
of the corporation.

Communication means

Communication channels for shareholders and investors:

  • Email address for sending electronic requests: [email protected]
  • Investor Relations Service:
    • +7 (8553) 37-37-41
  • Shareholder Relations Service: +7 (8553) 37-37-39;
    • +7 (8553) 37-60-27;
    • +7 (8553) 37-39-27.
  • 24-hour Hotline: +7 800 100 4 112
  • Postal address for receiving written inquiries: 75 Lenin St., Almetyevsk, Republic of Tatarstan, 423450, Russian Federation

The Company's official website posts the following:

  • Press releases
  • Financial statements
  • Issuer's reporting
  • Corporate action announcements
  • Materials for shareholders' meetings

Direct communication with investors and analysts is carried out in the format of videoconferences and teleconferences, and personal meetings are held as needed. The Company has organized a process to promptly prepare oral and written responses to inquiries from investors and analysts in various areas of activity. In cases where the Company determines that the provision of targeted information may have an impact on the value of securities, the Company makes a public disclosure.

Regulations on the Provision of Information to Shareholders of PJSC TATNEFT named after V. D. Shashin

https://www.tatneft.ru/
-- -------------------------

Liaison process

The views of investors and analysts are communicated swiftly to key management personnel and considered in decision-making processes. The Company's Board of Directors and the Committee on Sustainability and Corporate Governance are kept informed about the company's efforts to liaise with investors.

During 2024, the analytical coverage of the Company's shares remained relatively stable, with nine investment institutions evaluating the shares of PJSC TATNEFT named after V.D. Shashin at the end of the year.

The primary concerns of interested investors pertained to the company's operational and financial performance, the impact of changes in the group's structure, the implementation of investment and dividend policies, and the taxation of the industry.

In 2024, the liaison was carried out in consideration of external factors related to restrictive measures, absence of organized trading in the company's securities outside the Russian Federation, and restrictions on operations by foreign depositories with securities of Russian issuers. Additionally, restrictions on the access of investors from unfriendly countries to trading on Russian stock exchanges persisted. In these circumstances, the liaison was primarily with Russian investors and analysts from Russian investment companies. At the same time, relations with foreign investors were episodic and related to the possibility of conversion of depositary receipts and receipt of dividends, subject to current restrictions.

Results in figures

Inquiry categories 2023 2024
Financial performance 15 35 26
use of capital (investments, dividends, etc.) 10 20 16
strategy and impact of changes in the Group 12 15 12
Operational results 10 15 15
Sustainable Development 8 10 6
ADR conversion, receipt of dividends by non-residents 45 5 25

During 2024, over 1 000 inquiries from investors and analysts were received.

In 2024, the Company received over four (4) thousand inquiries from shareholders.

Inquiry category, qty. 2022 2023 2024
Personal data update 142 228 237
Registration of inheritance rights 149 185 168
Share sale, buyback 58 69 81
Dividend payment 2 313 3 196 3 192
tax information 79 93 79
Holding of shareholders' meetings 147 267 184
Notary's and court's requests 74 81 55
Other issues 65 141 73

Registrar

The Company employs a professional registrar to maintain records of rights to shares in order to ensure reliable and secure methods of recording share rights.

The organization that maintains records of the rights to issue-grade securities of PJSC TATNEFT is the Eurasian Registrar Limited Liability Company, a professional entity that has been operating in the Russian securities market as a specialized registrar for over twenty (20) years.

The registrar is one of the top 12 largest registrars in Russia. It maintains registers of about 500 issuers, including the largest companies and holdings. Service centers for shareholders are operated in two (2) regions of Russia. These are the regions with the largest presence of the Company's shareholders.

The Registrar is a member of the National association of securities market participants (NAUFOR), a Russian financial market self-regulating nonprofit organization.

A high degree of reliability and security of electronic database management is ensured by the use of the Zenit registry management system, which is certified by SRO PARTAD. The Registrar's software and hardware capabilities allow it to service over one million personal accounts of holders of equity securities.

Guarantees are provided to clients in accordance with Ingosstrakh's comprehensive insurance policy, which offers compensation for property damage arising from the Registrar's activities.

The Company and the Registrar regularly communicate with shareholders to update their information on the PJSC TATNEFT shareholder questionnaire. The Company also takes actions to search for "sleeping" shareholders, as well as heirs of shareholders.

Registrar's Details

Registrar's website https://www.earc.ru/

Registered office address: 10, Mira st., Almetyevsk, 423450, Republic of Tatarstan. Phones: (8553) 22-08-40, 30-61-18, 22-14-19 Email: [email protected]

Shareholder's personal account https://lk.earc.ru

REPORT ON COMPLIANCE WITH PRINCIPLES AND RECOMMENDATIONS OF THE CORPORATE GOVERNANCE CODE

PJSC TATNEFT Board of Directors Statement on the Company's compliance with the corporate governance principles set forth in the Corporate Governance Code

The Board of Directors hereby declares that the Company applies a corporate governance model that meets the requirements of the legislation of the Russian Federation and the requirements applicable to securities issuers with shares included in the First Level quotation list of the Moscow Exchange. The Board of Directors continues to promote the development of an effective corporate governance system respecting the interests of shareholders and ensuring information disclosure, and maintaining an effective risk management and internal control system.

The Board of Directors notes an improved level of compliance of the Company's corporate practices with the criteria of the Corporate Governance Code recommended by the Bank of Russia.

The Board of Directors confirms that the data provided in this Report contain complete and reliable information on PJSC TATNEFT's compliance with the principles and recommendations of the Corporate Governance Code for 2024.

Description of the methods used by the Company to assess its compliance with the corporate governance principles:

The Company's compliance with the corporate governance principles was assessed in accordance with the recommendations of the Bank of Russia "On Disclosure in the annual report of public joint stock companies of the report on compliance with the principles and recommendations of the Corporate Governance Code" (Letter of the Central Bank of the Russian Federation dated 27.12.2021 № IN-06-28/102). Explanation of key reasons, factors and (or) circumstances due to which the Company does not comply or does not fully comply with the corporate governance principles prescribed in the Corporate Governance Code, and description of corporate governance mechanisms and tools used by the Company instead of those recommended by the Corporate Governance Code, as well as planned actions and measures to improve the corporate governance model and practice, indicating the implementation deadlines for such actions and measures.

This Report on compliance with the principles and recommendations of the Corporate Governance Code was reviewed by the Board of Directors of PJSC TATNEFT named after V.D. Shashin at the meeting held on 09.04.2025 (Minutes No. 4-з 09.04.2024).

Corporate governance principles Assessment criteria for corporate
governance principle compliance
Compliance status with
corporate governance
principle
Explanation of deviations from
criteria used to assess
compliance with good corporate
governance
1 2 3 4 5
1.1 The Company shall ensure that all its shareholders are treated in an equal and fair manner when exercising their rights
to participate in managing the Company
1.1.1 The
Company
creates
the
most
2. The Company provides an accessible √ complied with
favourable conditions for its shareholders means
of
communication
with
to participate in the general meeting and the Company, such as a hotline, e-mail partially complied with
to develop informed positions on the or
internet
forum,
to
enable
items on the agenda, as well as to give shareholders to express their opinions not complied with
them the opportunity to coordinate their and
submit
their
questions
on
actions and express their opinions on the the agenda during the preparation of
issues under discussion. the
General
meeting.
The
above
methods
of
communication
were
arranged by the Company and made
available to shareholders in the course
of the preparation for each General
Meeting held in the reporting period.
1.1.2 The
procedures
for
notifying
of
1.
In
the
reporting
period,
complied with 1, 2 criteria are met. Criterion 3:
the General Meeting holding and making the notification of the General Meeting Pursuant to the RF Government
available the relevant documents enable was
posted
(published)
on
√ partially complied with Decree No. 1102 dated
the shareholders to prepare properly for
their participation in it.
the Company's website at least 30 days
before the date of the Annual General
not complied with 04.07.2023 and due to the
introduction of restrictive
Meeting, unless a longer period was measures by unfriendly
required by law. countries against the Issuer and
certain members of the Issuer's
2. The notification indicated the venue management bodies, the
of the meeting and the documents to be information on the persons
presented
permitting
access
to
nominated candidates to the
the premises. Board of Directors and the Audit
Committee of the Company in
3. The shareholders were given access 2024 was not provided to the
to the information on who proposed the shareholders.
items on the agenda and who nominated It will be possible to provide the
the
candidates
for
the
Board
of
shareholders with access to this
Directors and the Revision Commission information once the geopolitical
of the Company (if the Articles of situation is regulated.
Association provides for the Company
to set up such a Commission).
1.1.3 During
the
preparation
for
and
1. In the reporting period, shareholders √ complied with
the holding of the General Meeting, had the opportunity to put questions to
the shareholders were able to obtain the
members
of
partially complied with
information about the meeting and its the Company's executive bodies and
documents freely and in a timely manner, the Board of Directors before and not complied with
to put questions to the members of during the General Meeting.
the company's executive bodies and
the
Board
of
Directors
and
to
2. The standpoint of the Board of
communicate with each other. Directors (including dissenting opinions
recorded in the minutes) on each item on
the agenda of the General meetings held
in the reporting period was included in
the
proceedings
for
the General meeting of shareholders.
3. In all cases where General Meetings
were held in the reporting period, the
Company provided shareholders with
access to the list of persons entitled to
attend the General Meeting from the
date on which it was received by the
Company.
1.1.4 There were no unjustified difficulties 1.
The
Company's
Articles
of
√ complied with
preventing shareholders from exercising Association set the time limit for
their right to request the convening of a shareholders to submit proposals for partially complied with
General Meeting, to nominate candidates inclusion in the agenda of the Annual
for the company's governing bodies and General Meeting, which shall be no less not complied with
to place proposals on the agenda. than
60
days
after
the
end
of
the relevant calendar year.
2.
In
the
reporting
period,
the Company did not refuse to accept
agenda proposals or candidates to the
Company's governing bodies due to
typing errors or other minor deficiencies
in the shareholder's proposal.
1.1.5 Each shareholder was able to freely 1.
The
Company's
Articles
of
√ complied with
exercise their voting rights in the easiest Association provide for the possibility
and most convenient way. of filling in the electronic voting ballot partially complied with
form on the Company's website, the
address of which is specified in the not complied with
notification of the General Meeting.
1.1.6 The
procedure
established
by
1. In the reporting period, when General √ complied with Criteria 1, 2, 3, 4:
the Company for holding a general Meetings were held in the form of a Pursuant to Article 2 of Federal
meeting
give
all
persons
attending
meeting
(joint
presence
of
partially complied with Law No. 25-FZ of 25.02.2022,
the General meeting an equal opportunity shareholders),
sufficient
time
was
the 2024 General Meetings of
to express their views and ask questions allowed for reports on the items on not complied with Shareholders
were
held
by
that might be of interest to them. the agenda and for discussion of these absentee
voting
to
make
items, and shareholders were given decisions on agenda items.
the opportunity to express their opinions In this regard, the shareholders
and ask questions relating to the items had
the
opportunity
to
put
on the agenda. questions to the candidates for
the Company's management and
2. The Company invited candidates to supervisory bodies, the members
the
Company's
management
and
of
the
Board
of
Directors,
supervisory
bodies
and
took
all
the General Director, the Chief
necessary measures to ensure their Accountant, the Chairman and
participation
in
the
General
members of the Audit Committee
Shareholders' Meeting at which their of
the
Company,
during
candidatures were put to vote.
The
the preparation of the meeting
candidates
to
the
Company's
and during the General Meeting,
management and supervisory bodies by sending them to the hotline or
who were present at the General by
e-mail
to
the
addresses
Shareholders' Meeting were available to specified
on
the
Company's
answer the shareholders' questions. website.
3. The sole executive body, the person
responsible
for
accounting
and
the Chairman
or other members of
the Audit Committee of the Board of
Directors were available to answer
questions
from
shareholders
at
the General Meetings held in the
reporting period.
4. In the reporting period, the company
used telecommunications facilities to
provide remote access to shareholders
to participate in general meetings, or the
Board of Directors made a reasoned
decision that there was no need
(possibility) to use such facilities in the
reporting period.
1.2 The shareholders have an equal and fair opportunity to participate in the profits of the Company through the payment of dividends
1.2.1 The Company developed and put in place 1. The Company's
Dividend Policy is
√ complied with
a transparent and clear mechanism approved by the Board of Directors and
for determining the amount of dividends is published on the Company's website. partially complied with
and their payment procedure.
2. If the dividend policy of the not complied with
Company, which prepares consolidated
financial
statements,
uses
the
Company's
reporting
indicators
to
determine the amount of dividends, the
relevant provisions of the dividend
policy incorporate the consolidated
financial reporting indicators.
3. Justification of the proposed net
profit distribution, including dividends
payment and the Company's own needs,
and assessment of its compliance with
the dividend policy adopted by the
Company,
with
explanations
and
economic justification of the need to
allocate a certain part of net profit for
own needs in the reporting period were
included in the materials for the General
Meeting of Shareholders, the agenda of
which includes the issue of profit
distribution
(including
payment
(declaration) of dividends).
1.2.2 The Company does not make a decision 1. The Company's Dividend Policy √ complied with
to pay dividends if such a decision, while Regulation,
in
addition
to
formally compliant with the law, is not the restrictions imposed by law, defines partially complied with
justified from an economic point of view the financial/economic circumstances in
and may lead to misrepresentation of the which the Company shall not decide to not complied with
Company's performance. pay dividends.
1.2.3 The Company does not allow any 1. In the reporting period, the Company √ complied with
deterioration in the dividend rights of its took no action that would result in a
existing shareholders. deterioration in the dividend rights of its partially complied with
existing shareholders.
not complied with
1.2.4 The Company endeavours to exclude the 1.
In the reporting period, there were
√ complied with
shareholders from using other ways of no other ways for the Company's
obtaining profit (income) at the expense controlling entities to obtain profit partially complied with
of the Company other than dividends and (income) at the expense other than
liquidation value. dividends
(e.g.
through
transfer
not complied with
pricing,
unjustified
provision
of
overpriced services to the Company
by the controlling entity, through
internal loans substituting dividends to
the
controlling
entity
and/or
its
controlled persons).
1.3 The system and practices of corporate governance ensure equal terms and conditions for all shareholders owning shares of the same class
(category) in the company, including minority and foreign shareholders, and their equal treatment by the Company
1.3.1 The Company created conditions that 1.
In
the
reporting
period,
√ complied with
enable
its
governing
bodies
and
the controlling entities of the Company
controlling
persons
to
treat
each
did not abuse their rights vis-à-vis partially complied with
shareholder fairly, in particular to prevent the shareholders of the Company, there
any abuse of minority shareholders by were
no
conflicts
between
the
not complied with
major shareholders. Company's controlling entities and the
shareholders and, if there were, the
Board
of
Directors
paid
due
consideration to them.
1.3.2 The Company does not take any action There were no quasi-treasury shares, complied with The Company's equity holding
that lead or may lead to artificial nor did they participate in voting in structure includes 63% of the free
redistribution of corporate control. the reporting period. √ partially complied with float voting shares of minority
shareholders. The total quasi
not complied with treasury shares of the Company
amount to 3% of voting shares,
therefore voting of quasi-treasury
shares does not influence the total
voting.
Candidates
to
the
management
and
supervisory
bodies are elected by cumulative
voting, which gives no advantage
to any candidate.
Given
the
above,
the Company believes that it
complies with the requirement
not to take actions that results or
redistribution
of
control.
Therefore, the Company does not
plan to restructure the quasi
treasury stake within 3-5 years.
1.4 The shareholders are provided with reliable and efficient means of recording their rights to shares and the opportunity
of unhindered disposal of such shares
1.4.1 The shareholders are provided with The
Company's
Registrar's
√ complied with
reliable and efficient means of recording technologies and terms of services meet
their
rights
to
shares
and
the needs of the Company and its partially complied with
the opportunity of unhindered disposal of shareholders, and ensure that the rights
such shares. to shares are recorded and the rights of not complied with
shareholders are realised in the most
efficient way possible.
2.1 The Board of Directors performs the strategic management of the Company, determines the main principles and approaches for
organization of the risk management and internal control system in the Company, controls the activities of the Company's executive bodies
and performs other key functions
2.1.1 The Board of Directors is responsible for 1. The Board of Directors is vested with complied with Criteria 1, 3 are met.
making decisions on the appointment and the powers set out in the Articles of Criterion 2:
dismissal of members of executive Association to appoint, dismiss and √ partially complied with In the reporting year, the Human
bodies, including those relating to their determine the terms and conditions of Resources and Remuneration
failure to perform their duties properly. the contracts of the members of not complied with Committee did not consider the
The Board of Directors also ensures that the executive bodies. issue of compliance of
the Company's executive bodies act in professional qualifications, skills
alignment
with
the
approved
2.
In
the
reporting
period,
the
and experience of the General
development strategy and key business Nomination
(Appointments,
Human
Director and members of the
lines of the Company. Resources)
Committee
considered
Management Board with the
whether the professional qualifications, current and expected demands of
skills and experience of the members of the Company as dictated by the
the governing bodies meet the current approved strategy, because it
and anticipated needs of the Company considers it unreasonable to
nominating committee as dictated by annually consider this issue
the approved strategy of the Company. given that the goals and
objectives of the Company's
current strategy are maintained.
3. In the reporting period, the Board of This issue will be considered
Directors reviewed the report(s) of the when new members of executive
sole executive body and the collegial bodies are appointed/elected or
executive
body
(if
any)
on
the
when significant changes are
implementation
of
the
Company's
made to the approved strategy.
strategy.
2.1.2 The Board of Directors establishes the 1. In the reporting period, the Board of √ complied with
Company's
key
long-term
business
Directors dealt with matters relating to
targets, evaluates and approves the the implementation and updating of the partially complied with
Company's key performance indicators strategy, the approval of the Company's
and
main
business
plans
for
the
financial and economic plan (budget), not complied with
Company's core business activities. as well as the review of criteria and
performance
indicators
(including
interim ones) for the implementation of
the Company's strategy and business
plans.
2.1.3 The Board of Directors defines the 1. The principles of and approaches to complied with Criterion 1 is met.
principles and approaches to organization the organization of the risk management Criterion 2:
of the risk management and internal and internal control system in the √ partially complied with In the reporting year, the Board
control system in the Company. Company are
defined by the Board of
of
Directors
and
Audit
Directors and set out in the Company's not complied with Committee did not consider the
internal documents determining the risk risk appetite review.
management
and
internal
control
According to the conclusion of
policy. the Audit Committee, the risk
appetite of individual business
2. In the reporting period, the Board of lines
within
the
TATNEFT
Directors
approved
(revised)
an
Group currently is not significant
acceptable level of risk (risk appetite) of and
does
not
require
the Company, the Audit Committee consideration of this issue by the
and/or the Risk Committee (if any) Board of Directors.
considered whether it is advisable to The risk management system
submit
the
issue
of
revising
the
established in the Company fully
Company's risk appetite to the Board of responds to external challenges
Directors for consideration. and is properly controlled by the
Audit Committee and the Board
of Directors of the Company.
The Audit Committee plans to
consider this issue in 2025-2026.
2.1.4 The Board of Directors determines the The Company developed,
approved by
√ complied with
Company's
policy
on
remuneration
the Board of Directors and implemented
and/or
expense
reimbursement
the policy (policies) on remuneration partially complied with
(compensations) of the
members of the
and
reimbursement
of
expenses
Board of Directors, members of the (compensations) for the members of the not complied with
executive
bodies
and
other
key
Board of Directors, the executive bodies
management personnel of the Company. of the Company and other key managers
of the Company.
2. In the reporting period, the Board
considered issues relating to the above
policy(policies).
2.1.5 The Board of Directors plays a key role in 1. The Board plays a key role in the √ complied with
preventing, identifying and resolving prevention, identification and resolution
internal conflicts between the Company's of internal conflicts. partially complied with
governing
bodies,
shareholders
and
employees. 2. The Company has put a system in not complied with
place to identify transactions that may
give rise to conflicts of interest and a set
of measures to resolve such conflicts.
2.1.6 The Board of Directors plays a key role in 1. There are
designated persons in the
√ complied with
ensuring that the company is transparent, Company who are responsible for the
discloses information in full and in due information policy implementation. partially complied with
time, and provides its shareholders with
unhindered access to its documents. not complied with
2.1.7 The Board oversees the Company's 1. In the reporting period, the Board √ complied with
corporate governance practices and plays reviewed the results of the self
a key role in the Company's major assessment and/or external evaluation partially complied with
corporate events. of the Company's corporate governance
practices. not complied with
2.2 The Board of Directors reports to the Company's shareholders
2.2.1 Information on the Board's work is 1. The Company's annual report for the complied with Criterion 1:
disclosed and made available to the reporting period includes information Pursuant to Decree of the RF
shareholders. on each Board member's attendance at √ partially complied with Government No. 1102 dated
meetings of the Board of Directors and 04.07.2023 and the introduction
Committees. not complied with of restrictive
measures by
unfriendly countries against the
2.
The
Annual
Report
contains
Issuer and certain members of
information on the main results of the the Issuer's management bodies,
assessment (self-assessment) of the the Company's 2024 annual
Board of Directors' performance quality report does not contain any
in the reporting period. information on attendance of
meetings of the Board of
Directors and Committees by
each of the Board members. It
will be possible to include this
information in the Company's
annual reports after the
geopolitical situation is
regulated.
Criterion 2 is met.
2.2.2 The Board Chairman is available for 1. The Company has a transparent √ complied with
communications with the shareholders of procedure in place to ensure that the
companies. shareholders can send enquiries to, and partially complied with
receive feedback from, the Board
Chairman (and, where applicable, the not complied with
Senior Independent Director).
2.3 The Board is an effective and professional management body of the Company, capable of exercising objective and independent judgement
and taking decisions in the best interests of the Company and its shareholders
2.3.1 Only persons who have an impeccable 1.
In the reporting period, the Board of
√ complied with
business and personal reputation and Directors
(or
its
Nomination
have
the
knowledge,
skills
and
Committee) assessed candidates to the partially complied with
experience necessary to make decisions Board of Directors in respect of their
within
the
Board
of
Directors'
experience,
knowledge,
business
not complied with
competence and required to perform its reputation, absence of conflicts of
duties effectively are elected as members interest, etc.
of the Board of Directors.
2.3.2 The members of the Company's Board of 1. In all cases when the General complied with Criterion 1:
Directors
are
elected
through
a
Shareholders' Meeting was held in the Pursuant to Decree of the RF
transparent procedure that allows the reporting period, the agenda of which √ partially complied with Government No. 1102 dated
shareholders
to
obtain
sufficient
included the issues on election of the 04.07.2023 and the introduction
information on the candidates to form an Board of Directors, the Company not complied with of restrictive measures by
opinion
on
their
personal
and
provided
the
shareholders
with
unfriendly countries against the
professional qualities. biographical details of all the candidates Issuer and certain members of
for the Board of Directors, the results of the Issuer's management bodies,
the assessment of the candidates' the information stipulated in
professional qualifications, experience Clause 2.3.2 was not provided to
and skills compliance with the current the shareholders. It will be
and expected demands of the Company possible to provide shareholders
conducted by the Board of Directors (or with access to the above
its
Nomination
Committee),
and
information after the geopolitical
information
on
the
candidate's
situation is regulated.
compliance with the
independence
criteria
in
accordance
with
Recommendations
102-107
of
the
Code,
and
information
on
the
candidate's professional qualifications,
experience and skills compliance with
the requirements of the Code.
2.3.3 The composition of the Board of 1. In the reporting period, the Board √ complied with
Directors is well balanced in terms of the assessed
its
own
professional
qualifications of its members, their qualifications, experience and skills partially complied with
experience, knowledge and business needs and identified the competencies
acumen, and enjoy the confidence of required by the Board in the short and not complied with
shareholders. long term.
2.3.4 The
number of directors on the Board
makes
it possible to organize the
activities of the Board in the most
efficient way, including the possibility to
form committees of the Board, and also
ensures that the Company's significant
minority
shareholders
can
elect
a
candidate for whom they vote to the
1. In the reporting period, the Board
reviewed the issue whether the number
of the Board members meets the needs
of the Company and the interests of the
shareholders.
√ complied with
partially complied with
not complied with
2.4 Board of Directors. The Board of Directors consists of a sufficient number of independent directors
2.4.1 An independent director is a person who
has
sufficient
expertise,
skills
and
independence
to
form
his/her
own
position and is able
to make objective and
bona fide judgements, independent of the
influence of the Company's executive
bodies, certain groups of shareholders or
other stakeholders.
It should be noted that a candidate
(elected
member
of
the
board
of
directors) who is related
to the Company,
its
major
shareholder,
a
major
counterparty or a competitor of the
Company, or related to the state, cannot
normally be considered independent.
1.
In
the
reporting
period,
all
independent members of the Board of
Directors met all the independence
criteria set out in Recommendations
102-107 of the Code or were recognised
as independent by the resolution of the
Board of Directors.
√ complied with
partially complied with
not complied with
2.4.2 Candidates for the Board of Directors are
assessed
for
compliance
with
the
independence
criteria,
and
the
compliance
of
independent
Board
members with the independence criteria
is regularly assessed. When carrying out
such an assessment, the content prevails
over Form 1.
1. In the reporting period, the Board of
Directors
(or
the
Nomination
Committee of the Board) formed an
opinion on the independence of each
nominated director to the Board of
Directors
and
communicated
the
relevant opinion to the shareholders.
complied with
√ partially complied with
not complied with
Criterion 1:
Pursuant to Decree of the RF
Government No. 1102 dated
04.07.2023
and
due
to
the
introduction
of
restrictive
measures by unfriendly countries
against the Issuer and certain
members
of
the
Issuer's
management bodies, the opinion
2. In the reporting period, the Board of
Directors
(or
the
Nomination
Committee of the Board of Directors)
has
at
least
once
reviewed
the
independence of the current members of
the Board of Directors (after their
election).
3.
The
Company
has
developed
procedures that define the necessary
actions to be taken by a member of the
of the Board of Directors on the
independence of each candidate
was
not
provided
to
the
shareholders in 2024.
Providing
shareholders
with
access to the above information
will
be
possible
after
the
geopolitical
situation
is
regulated.
Criteria 2 and 3 are met.
Board of Directors in case he/she ceases
to
be
independent,
including
the
obligation to inform the Board of
Directors thereof in due time.
2.4.3 Independent directors
make up at least
one-third of the elected Board.
1. Independent directors make up at
least one-third of the elected Board of
Directors.
complied with
√ partially complied with
not complied with
Criterion 1:
The composition of the Board of
Directors is based on the balance
of interests of minority and
majority shareholders, and the
Company's own need for highly
professional
and
efficient
managers to participate in the
Board of Directors.
The Board of Directors members
include
three
independent
directors.
The Company plans to increase
the
independent
directors'
number to one third of the Board
of Directors by 2030.
2.4.4 Independent directors play a key role in
preventing
internal conflicts
in the
1. Independent Directors (who have no
conflicts of interest) made a preliminary
assessment of major corporate actions
√ complied with
partially complied with
Company
and
taking
significant
corporate actions by the Company.
in relation to possible conflicts of
interest in the reporting period and the
results
of
such
assessment
were
not complied with
reported to the Board of Directors.
2.5. The Board Chairman facilitates the most efficient performance of the functions assigned to the Board of Directors
2.5.1 The Chairman of the Board of Directors 1.
The
Board
Chairman
is
an
complied with Criterion 1:
is an independent director or a senior independent
director
or
a
senior
The Board Chairman is a non
independent director has been appointed independent director designated from √ partially complied with executive
director
elected
from among the elected independent among the independent directors. unanimously by all members of
directors to coordinate the work of 2. The role, rights and duties of the not complied with the Board of Directors as the
independent directors and interact with Chairman of the Board (and, where most competent member of the
the Chairman of the Board of Directors. applicable, the Senior Independent Board of Directors with high
Director)
are
duly
defined
in
skills
and
knowledge,
the Company's internal documents. impeccable
business
and
personal
reputation
and
significant experience in senior
leadership positions.
Based on the position of the
independent
directors
themselves,
no
senior
independent director is currently
designated. All the independent
directors have equal rights to
interact with the Chairman of the
Board of Directors.
In
the
next
business
year,
following the election of a new
Board of Directors by the Annual
General Meeting following the
results of 2024, the independent
directors will be invited to elect a
Senior Independent Director. The
Company follows the principle of
voluntariness of this approach.
Criterion 2 is met.
2.5.2 The Chairman of the Board of Directors 1. The performance of the Chairman of √ complied with
ensures a constructive work environment the Board of Directors was assessed as
at the meetings, free discussion of the part
of
the
Board
of
Directors'
partially complied with
agenda issues of the meeting, and control performance
evaluation
(self
over the implementation of the decisions evaluation) in the reporting period. not complied with
made by the Board of Directors.
2.5.3 The Chairman of the Board of Directors 1. The duty of the Chairman of the √ complied with
takes the necessary steps to ensure that Board to take measures to ensure timely
the members of the Board of Directors are provision of complete and reliable partially complied with
provided in a timely manner with the information on the issues on the agenda
information required to make decisions of the Board of Directors' meeting to the not complied with
on the issues on the agenda. members of the Board of Directors is set
out
in
the
Company's
internal
2.6. documents.
The members of the Board of Directors act bona fide in the interests of the Company and its shareholders on the basis of sufficient
information, with due care and diligence
2.6.1 The members of the Board of Directors 1. The Company's internal documents √ complied with
make decisions in the light of all available stipulate that a member of the Board of
information, in the absence of conflicts of Directors must inform the Board of partially complied with
interest, with due regard to the equitable Directors if they have a conflict of
treatment of the Company's shareholders interest in relation to an item on the not complied with
and within the limits of normal business
risk.
agenda of a meeting of the Board of
Directors or Board Committee before
the start of the discussion of the relevant
agenda issue.
2. The Company's internal documents
provide that a member of the Board of
Directors shall abstain from voting on
any matter in which they have a conflict
of interest.
3. The Company has established a
procedure to enable the Board to apply,
at
the
Company's
expense,
for
professional advice on matters within its
competence.
2.6.2 The rights and duties of the Board 1. The Company has adopted and √ complied with
members are expressly stated and defined published the internal document that
in the Company's internal documents. clearly defines the rights and duties of partially complied with
the members of the Board of Directors.
not complied with
2.6.3 The members of the Board of Directors Individual attendance at meetings of the √ complied with
have sufficient time to fulfil their duties. Board of Directors and its Committees
and sufficient time to work in the Board partially complied with
and its Committees have been reviewed
as part of the self-assessment of the not complied with
Board's performance in the reporting
period.
2. Pursuant to the Company's internal
documents, members of the Board of
Directors shall notify the Board of
Directors of their intention to join
management
bodies
of
other
organisations (other than organisations
controlled by the Company), and the
fact of such appointment.
2.6.4 All members of the Board of Directors 1. Pursuant to the Company's internal √ complied with
have equal access to the Company's documents, the members of the Board
documents and data. Newly elected of Directors have the right to obtain the partially complied with
Directors are provided with sufficient data and documents necessary for the
information about the Company and the members of the Board of Directors to not complied with
activities of the Board as soon as possible. perform their duties concerning the
Company and its controlled entities, and
the Company's executive bodies shall
make the relevant information and
documents available.
2.
The
Company
implements
a
formalised introductory program for
newly elected members of the Board of
Directors.
2.7. Board of Directors' Meetings, preparations for meetings and participation
of the Board members ensure the effective operation of the Board of Directors
2.7.1 The Board of Directors holds its meetings 1. The Board of Directors held at least √ complied with
on an as-needed basis, with due regard to six meetings during the year under
the scope of the Company's activities and review. partially complied with
the objectives of the Company at any
given time. not complied with
2.7.2 The Company's internal documents set 1. The Company adopted an internal √ complied with
out the procedure for the preparation and document setting out the procedure for
conduct of the Board of Directors' the preparation and holding of Board partially complied
with
meetings so that the Board members can meetings, which stipulates, inter alia,
be properly prepared for the meeting. that, in general, notice of a meeting not complied with
should be given at least five days before
the date of the meeting.
2. In the reporting period, members of
the Board of Directors who were not
present at the meetings were able to
participate in the discussion of agenda
items and voting remotely through
conference
calls
and
video
conferencing.
2.7.3 The form of the Board of Directors' 1.
The Articles of association or an
√ complied with
meeting is determined according to the internal document of the Company
importance of the items on the agenda. stipulate that the most important issues partially complied with
The most important matters are resolved (including
those
listed
in
at meetings of the Board of Directors held Recommendation 168 of the Code) not complied with
must be dealt with at the meetings of the
board of directors in the physical
presence of
its members.
2.7.4 Decisions on the most important matters 1.
The
Company's
Articles
of
√ complied with
of the Company's business are made Association provide that resolutions on
at a meeting of the Board of Directors the most important issues, including partially complied with
by a qualified majority or by a majority those set out in Recommendation 170 of
of all the elected members of the Board of the Code, shall be taken at a meeting of not complied with
Directors. the Board of Directors by a
qualified
majority of at least three-quarters (3/4)
of the votes cast or by a majority of all
the elected members of the Board of
Directors.
2.8. The Board of Directors forms Committees for preliminary consideration of the most important issues of the Company's business
2.8.1 For preliminary consideration of issues 1. The Board of Directors has formed complied with Criterion 1:
relating to control over the Company's the Audit Committee consisting solely The Board Audit Committee
financial and business activities, the of independent directors. √ partially complied with consists of three independent
Audit Committee is established and directors, one of whom has the
comprised of independent directors. 2. The internal documents of the not complied with experience
and
expertise
in
Company specify the objectives of the preparation, analysis, assessment
Audit
Committee,
including
the
and
audit
of
accounting
objectives
indicated
in
(financial) statements and is the
Recommendation 172 of the Code. Chairman of the Committee.
Furthermore,
the
Board
of
3. At least one member of the Audit Directors decided to increase the
Committee, who is an independent membership of the Committee by
director, has sufficient experience and adding
one
non-executive
expertise
in
preparation,
analysis,
director who has also experience
assessment and audit of accounting and expertise in preparation,
(financial) statements. analysis, assessment and audit of
accounting
(financial)
4. The Audit Committee held meetings statements.
at least once a quarter in the reporting The Board of Directors annually
period. reviews
the
Committee
membership.
Compliance with
recommendations of the Bank of
Russia Code on the committee
membership
exclusively
of
independent directors will be
possible upon the increased share
of independent directors in the
Board of Directors planned by
the Company (See Clause 2.4.3
of this Report for clarification).
Criterion 2:
Regulations
on
the
Audit
Committee specify the Audit
Committee objectives except for
specific objectives indicated in
Recommendation 172 of the
Code. Based on the position of
full
compliance
with
the
corporate governance standards,
the Company plans to introduce
relevant
amendments
to
the
Regulations in 2025.
Criterion 3, 4 are complied with
2.8.2 For preliminary consideration of issues
relating to development of efficient and
1.
The
Board
of
Directors
has
established
the
Remuneration
√ complied with
transparent remuneration practices, the Committee, which consists solely of partially complied with
Remuneration Committee is established,
comprised of independent directors and
independent directors. not complied with
chaired by an independent director who is 2. The Remuneration Committee is
not the Chairman of the Board of chaired by an independent director who
Directors. is not the Chairman of the Board of
Directors.
3. The internal documents of the
Company specify the objectives of the
Remuneration Committee, including the
objectives
indicated
in
Recommendation 180 of the Code, as
well as conditions (events), upon the
occurrence of which the Remuneration
Committee considers the issue of
revising the Company's remuneration
policy for the members of the Board of
Directors, executive bodies and other
key management persons.
2.8.3 For preliminary consideration of issues 1. The Board of Directors established complied with Criterion 1:
relating to human resources planning the Nomination Committee (or its tasks The tasks of the Nomination
(succession
planning),
professional
indicated in Recommendation 186 of √ partially complied with Committee are combined with
composition and efficiency of the Board the
Code
are
delegated to other
the functions of the HR and
of
Directors,
the
Nomination
Committee), with a majority of its not complied with Remuneration Committee.
(Appointments,
Human
resources)
members being independent directors.
Committee is established with a majority Criterion 2: is complied with
of
its
members
being
independent
2. The internal documents of the
directors. Company specify the objectives of the Criterion 3:
Nomination Committee (or the relevant The Company's equity holding
Committee with combined functions), structure includes more than 700
including
the
tasks
indicated
in
thousand minority shareholders,
Recommendation 186 of the Code. who are unable to nominate
candidates to the management
3. In order to form the Board of and supervisory bodies self
Directors that best meets the goals and reliantly and independently of
objectives of the Company in the other shareholders due to the fact
reporting
period,
the
Nomination
that their shareholding does not
Committee, independently or jointly meet the requirements of Clause
with other Committees of the Board of 1, Article 53, Federal Law 'On
Directors or the authorized division of Joint-Stock Companies'. Since it
the Company for interaction with is impossible to interact with all
shareholders, organized interaction with minority
shareholders,
the
shareholders, not limited to the largest Company's interaction with some
shareholders, in the context of the of them in order to nominate
selection of nominated director of the candidates implies the creation of
Board of Directors of the Company. shareholder
groups,
which
contradicts the principles of the
Company's equal treatment of all
shareholders.
The
Company's
authorised
division
interacts
with
the
investment community in order
to select candidates, including
independent
candidates,
to
represent the interests of all
minority shareholders
in the
management
and
supervisory
bodies of the Company.
Changes
in
the
policy
of
interaction
with
minority
shareholders
will
become
possible in case of changes in the
equity holding structure.
At present, it is not possible to
forecast changes in the equity
holding structure.
2.8.4 Given the scale of activities and level of In the reporting period, the Board of √ complied with
risk, the Board of Directors made sure Directors of the Company considered
that the membership of its Committees is alignment of the Board structure with partially complied with
fully in line with the corporate objectives the
scope,
specifics,
corporate
of
the
Company.
Either
additional
objectives, needs and risk profile of the not complied with
committees were formed, or they were Company.
deemed
not
necessary
(Strategy
Additional committees were either
Committee,
Corporate
Governance
formed, or deemed not necessary.
Committee, Ethics Committee, Risk
Management
Committee,
Budget
Committee, Committee on Health, Safety
& Environment, etc.).
2.8.5 The composition of the Committees is 1. The Audit Committee, Remuneration √ complied with
determined to allow for a comprehensive Committee, Nomination Committee (or
discussion of the issues under preliminary the
corresponding
committee
with
partially complied with
consideration
with
due
account
of
combined functions) were chaired by
differing opinions. independent directors in the reporting not complied with
period.
2. The internal documents (policies) of
the Company have provisions according
to which persons who are not members
of
the
Audit
Committee,
the
Nomination
Committee
(or
the
corresponding
committee
with
combined
functions)
and
the
Remuneration Committee may attend
meetings of the Committees only at the
invitation of the chairman of the
respective Committee.
2.8.6 The Chairmen of the Committees report In the reporting period, Chairmen of the √ complied with
on the work of their Committees to the Committees regularly reported on the
Board of Directors and its Chairman on a work of the Committees to the Board of partially complied with
regular basis. Directors.
not complied with
2.9. The Board of Directors provides for performance assessment of the Board of Directors, its Committees and the Board members
2.9.1 The Board of Directors' performance 1. The Company's internal documents √ complied with
assessment is aimed at determining how define procedures for the assessment
effectively the Board of Directors, its (self-assessment) of the Board of partially complied with
Committees and members work and Directors performance.
whether their work meets the Company not complied with
development requirements, and making 2. The assessment (self-assessment) of
their work more intensive and identifying the Board of Directors' performance
areas of improvement. conducted in the reporting period
included assessment of the work of
Committees, individual members of the
Board of Directors and the Board of
Directors as a whole.
3. The results of the Board of Directors'
performance
assessment
(self
assessment) conducted in the reporting
period were reviewed at the in-person
meeting of the Board of Directors.
2.9.2 The
performance
assessment
(self
1. The Company engaged an external √ complied with
assessment) of the Board of Directors, organisation (consultant) to carry out an
Committees and Board members, is independent assessment of the Board of partially complied with
carried out on a regular basis, at least Directors' performance at least once in
once a year. An external organisation the last three reporting periods. not complied with
(consultant) is engaged at least once
every three years to carry out an
independent assessment of the Board of
Directors performance.
3.1. The Company's Corporate Secretary ensures effective interaction with its shareholders, coordination of the Company's actions to protect
the rights and interests of shareholders, and support of efficient work of the Board of Directors
3.1.1 The
Corporate
Secretary
has
the
1. The Company's website and the complied with Criterion 1:
expertise, experience, and qualifications Annual Report provide biographical Pursuant to Decree of the RF
sufficient to fulfil the duties assigned, as information of the Corporate Secretary √ partially complied with Government No. 1102 dated
well as an impeccable reputation and (including
information
on
age,
04.07.2023 and due to the
enjoys the trust of the shareholders. education,
qualifications
and
not complied with introduction of restrictive
experience),
and
information
on
measures by unfriendly
executive
positions
held
by
the
countries against the Issuer, the
information on the corporate
Corporate Secretary in other legal
entities within at least the last five years.
secretary is not provided on the
Company's website. It will be
possible to place the above
information on the Company's
website after the geopolitical
situation is regulated.
3.1.2 The Corporate Secretary is sufficiently
independent of the Company's executive
1. The Company has adopted and
published an internal document —
the
√ complied with
bodies and is vested with powers and
resources required to perform their tasks.
Regulations on the Corporate Secretary. partially complied with
2. The Board of Directors approves the
appointment and removal from office of
not complied with
the Corporate Secretary and considers
the issue on their additional fee.
3. The Company's internal documents
provide for the right of the Corporate
Secretary
to
request
and
receive
Company documents and information
from governance bodies, structural
divisions and officials of the Company.
4.1. The level of remuneration paid by the Company is sufficient to enable it to attract, motivate and retain persons with the competence and
qualifications required by the Company. The remuneration is paid to the members of the Board of Directors, the executive bodies, and
other key executive officers of the Company in accordance with the remuneration policy approved by the Company.
4.1.1 The level of remuneration paid by the 1. Remuneration of the members of the √ complied with
Company
to
its
Board
members,
Board of Directors, the executive bodies
executive bodies, and other key managers and other key executive managers of the partially complied with
is adequate to motivate them to work Company is determined considering the
efficiently and enables the Company to results of a comparative analysis of the not complied
with
attract and retain knowledgeable, skilled, remuneration
level
in
comparable
and duly qualified persons. At the same companies.
time the Company avoids setting the level
of
remuneration
any
higher
than
necessary, as well as an unreasonably
large
gap
between
the
levels
of
remuneration
of
these
persons
and
employees of the Company.
4.1.2 The Company's remuneration policy is 1.
In
the
reporting
period,
the
√ complied with
developed
by
its
Remuneration
Remuneration Committee reviewed the
Committee and approved by the Board of remuneration policy (policies) and/or partially complied with
Directors. The Remuneration Committee implementation
practices
thereof,
supported by the Board of Directors assessed the efficiency and transparency not complied with
monitors
implementation
of
and
thereof and, where necessary, provided
compliance with the remuneration policy relevant recommendations to the Board
by the Company and, if necessary, of Directors on revising the specified
reviews and amends it. policy (policies).
4.1.3 The Company's remuneration policy 1. The Company's remuneration policy √ complied with
provides for transparent mechanisms to (policies)
contains
transparent
be used to determine the amount of mechanisms for determining the amount partially complied with
remuneration due to the members of the of remuneration of the members of the
Board of Directors, the executive bodies, Board of Directors, the executive bodies not complied with
and other key managers of the Company, and
other
key
managers
of
the
as well as regulates any and all types of Company, as
well as regulates all types
payments,
benefits,
and
privileges
of payments, benefits and privileges
provided to the above persons. granted to these persons.
4.1.4 The Company determines a policy on 1.
The remuneration policy (policies) or
√ complied with
reimbursement
of
expenses
other
internal
documents
of
the
(compensation) which contains a list of Company
set
out
the
rules
for
partially complied with
reimbursable expenses and specifies reimbursement of expenses to the
service level provided to the members of members of the Board of Directors, the not complied with
the Board of Directors, executive bodies, executive
bodies,
and
other
key
and other key managers of the Company. managers of the Company.
Such policy may form part of the
Company's remuneration policy.
4.2. The Board members remuneration system ensures harmonization of financial interests of Directors with long-term financial interests of the
shareholders
Criterion 1:
The Company adopted internal
documents
regulating
the
Company's
share-based
long
term incentive policy. The long
term
incentive
programme
provides for payments based on
the change in the value of the
Company's shares over a period
of a five-year cycle. Settlements
are
made
in
cash.
The
remuneration is contingent on the
fulfilment
of
performance
indicators and increase in share
price.
Internal
documents
regulating
the
long-term
remuneration
policy
are
not
disclosed by the Company.
The approved policy corresponds
to the goals and objectives of the
Company's strategy until 2030
and
may
be
revised
after
amendments to the Company's
strategy or approval of a new
strategy.
4.2.3 The Company does not provide for any The Company does not provide for any √ complied with
additional allowance or compensation in additional allowance or compensation
the event of early resignation of the Board in the event of early resignation of the partially complied with
members due to change of control over Board members due to change of
the Company or other circumstances. control over the Company not complied with
or other circumstances.
4.3. The system of remuneration due to the members of the executive bodies and other key managers of the Company provides for the
dependence of remuneration on the Company's performance and their personal contribution to the this performance achievement
4.3.1 Remuneration of the members of the 1. In the reporting period, annual √ complied with
Company's executive bodies and other performance indicators approved by the
key executives is determined in such a Board of Directors were used to partially complied with
way as to ensure a reasonable and determine the variable remuneration
justified ratio between its fixed part and due to the members of the executive not complied with
its variable part that is dependent on the bodies and other key executives of the
Company's
performance
and
Company.
employee's
personal
(individual)
contribution to the final result. 2. During the latest assessment of
remuneration system for the members
of the executive bodies and other key
executives of the Company, the Board
of
Directors
(the
Remuneration
Committee) assured that the Company
applies an effective ratio of fixed and
variable parts of remuneration.
3. When determining the amount of
remuneration paid to the members of the
executive
bodies
and
other
key
managers of the Company, the risks
borne by the Company are considered in
order to avoid creating incentives to
make excessively risky management
decisions.
4.3.2 The Company implemented a long-term
incentive program for members of the
Company's executive bodies and other
key managers involving the Company's
shares (or options or other derivative
financial instruments, the underlying
assets for which are the Company's
shares).
1. In case the Company implemented a
long-term incentive program for the
executive bodies' members
and other
key
managers
of
the
Company
involving the Company's shares (or
options or other derivative financial
instruments, the underlying assets for
which are the Company's shares), the
program provides that the right to
dispose such shares and other financial
instruments is acquired no earlier than
three years from the date when such
shares were provided. At the same time,
the right to dispose the same is
conditioned by the achievement of
certain targets by the Company.
complied with
√ partially complied with
not complied with
Criterion 1:
A long-term incentive
programme has been developed
in compliance with the
principles specified in this
clause, but due to the fact that
payments are made in cash, the
Company does not fully comply
with the criteria specified in this
clause.
The approved incentive policy
complies with the goals and
objectives of the Company's
strategy until 2030 and may be
revised after amendments to the
Company's strategy or approval
of a new strategy.
4.3.3 The
amount
of
compensation
(the
"golden parachute") is paid by the
Company in case of early termination of
powers to the executive bodies' members
or other key executives at the Company's
initiative provided that there have been no
bad faith actions on their part, does not
exceed two times the fixed part of their
annual remuneration.
1. The amount of compensation (the
"golden parachute") is paid by the
Company in case of early termination of
powers
to
the
executive
bodies'
members or other key executives at the
Company's
initiative provided that
there have been no bad faith actions on
their part, does not exceed two times the
fixed part of their annual remuneration.
√ complied with
partially complied with
not complied with
5.1. The Company has set up an efficient risk management and internal control system designed to provide reasonable assurance of achieving
the Company's goals
5.1.1 The Board of Directors determined the 1. The functions of different governance √ complied with
principles and approaches to creation of bodies and divisions of the Company in
the risk management and internal controls the risk management and internal partially complied with
system in the Company. control system are clearly defined in the
internal documents/relevant policies of not complied with
the Company, approved by the Board of
Directors.
5.1.2 The executive bodies of the Company 1. The executive bodies of the Company √ complied with
ensure the establishment and continuing ensured the distribution of duties,
operation
of
the
efficient
risk
powers and responsibilities in respect of partially complied with
management and internal control system risk management and internal control
in the Company. among
the
managers
(heads)
of
not complied with
divisions and departments accountable
to them.
5.1.3 The Company's risk management and 1. The Company has an approved √ complied with
internal control system enables one to anticorruption policy.
obtain an objective, fair and clear view of partially complied with
the current status and prospects of the 2. The Company has in place a safe,
Company, integrity and transparency of confidential and easy-to-access method not complied with
its
accounts
and
reports,
and
(hotline) for reporting to the Board of
reasonableness and acceptability of risks Directors or the Audit Committee of the
being assumed by the Company. Board of Directors on any breaches of
legislation, internal procedures and the
ethics code of the Company.
5.1.4 The Company's Board of Directors takes 1. In the reporting
period, the Board of
√ complied with
required and sufficient measures to Directors (Audit Committee and/or Risk
procure that the existing risk management Committee (if any)) conducted the partially complied with
and internal control system of the assessment of the risk management and
Company is consistent with the principles internal control system. not complied with
of and approaches to its creation as set
forth by the Board of Directors and that it 2. In the reporting period, the Board of
operates efficiently. Directors reviewed the results of the risk
management
and
internal
control
system
reliability
and
efficiency
assessment and information on the
results of the review was included in the
Annual Report of the Company.
5.2. The Company organizes internal audit for systematic independent assessment of the reliability and efficiency of the risk management and
internal control system, and the corporate governance practices.
5.2.1 The Company has established a separate For the purposes of internal audit, the √ complied with
structural subdivision or engaged an Company
has
created
a
separate
independent third-party entity to carry out structural subdivision (Internal Audit partially complied with
internal audits.
The Internal Audit
Department), which functionally reports
Department
has
separate
lines
of
to the Board of Directors or the Audit not complied with
functional and administrative reporting. Committee, or engaged an independent
Functionally,
the
Internal
Audit
third-party
entity
with
the
same
Department reports to the Board of accountability principle.
Directors.
5.2.2 The Internal Audit Department assesses 1. In the reporting period, the efficiency √ complied with
the efficiency of the internal control and of
the
internal
control
and
risk
risk management system, and assesses management system was assessed as partially complied with
the corporate governance. The Company part of the internal audit.
applies generally accepted standards of not complied with
internal audit. 2. In the reporting period, the practice
(individual
practices)
of
corporate
governance, including procedures for
the exchange of information (inter alia,
on
internal
control
and
risk
management) at all levels of the
Company's management, as well as
interaction
with
stakeholders,
was
assessed as part of the internal audit.
6.1. The Company and its operations are transparent to shareholders, investors and other stakeholders
6.1.1 The
Company
has
developed
and
1. The Company's Board of Directors complied with Criterion 1 is met.
implemented
an
information
policy
has adopted the Company's information Criterion 2: Since the Board of
ensuring efficient information exchange √ partially complied with Directors approved the
between the Company, shareholders, policy
aligned
with
the
Sustainable Development &
investors and other stakeholders. recommendations of the Code. not complied with Stakeholder Engagement Policy
of
PJSC TATNEFT named after
2. In the reporting period, the Board of V.D. Shashin in May 2022, and
Directors (or one of its committees) a new revision of the Company's
considered the efficiency of information Information Policy was adopted
exchange
between
the
Company,
in September 2022, there was no
shareholders,
investors
and
other
need for the Company to review
stakeholders
and
the
expediency
the efficiency of information
(necessity) of revising the Company's interaction and revise the
information policy. Information Policy in 2023-
2024. The above issues are
planned to be reviewed in 2024.
As part of the implementation of
the information policy and
information risk management in
2024, the Company approved
internal documents regulating
information interaction with
stakeholders and the procedure
for publishing information.
The issues of efficiency of
information interaction between
the Company, shareholders,
investors and other stakeholders
and the expediency (necessity)
of revising the Company's
information policy are planned
to be considered in 2025.
6.1.2 The Company discloses information on 1. The Company discloses information complied with Criterion 1 is met.
its corporate governance system and on
the
Company's
corporate
Criterion 2:
practices, including detailed information governance system and the general √ partially complied with Pursuant to Decree of the
on compliance with the principles and principles of the corporate governance Government of the Russian
recommendations of the Code. applied in the Company, including the not complied with Federation No. 1102 dated
information
disclosed
on
the
04.07.2023 and due to the
Company's Internet website. introduction of restrictive
measures by unfriendly
2. The Company discloses information countries against the Issuer, as
on membership of the executive bodies well as certain members of the
and
the
Board
of
Directors,
Issuer's management bodies, the
independence of the members of the information stipulated by
Board and their membership in the Criterion 2 of Clause 6.1.2 was
Board's Committees (as defined in the not disclosed by the Company in
Code). 2024.
The Company will be able to
3. In the event there is an entity disclose this information after
controlling the Company, the Company the geopolitical situation is
publishes
a
memorandum
of
the
regulated.
controlling entity regarding the plans of
such person in respect of the corporate Criterion 3 is met: The Company
governance in the Company. has no controlling entity.
6.2. The Company discloses, in a timely manner, full, updated and reliable information about itself so as to enable its shareholders and
investors to make informed decisions
6.2.1 The Company discloses information in 1.
The
Company
has
defined
a
√ complied with
accordance
with
the
principles
of
procedure that ensures coordination of
regularity, consistency and timeliness, as the work of all structural divisions and partially complied with
well
as
accessibility,
reliability,
employees of the Company, related to
completeness
and
comparability
of
the
disclosure
of
information
or
not complied with
disclosed data. engaged in activities that may lead to the
need to disclose information.
2. In the event that the Company's
securities
are
traded
in
foreign
organized markets, the disclosure of
material information in the Russian
Federation and in such markets is
carried out synchronously and is the
same in the reporting year.
3. If foreign shareholders hold a
significant
number
of
Company's
shares, then information disclosed in the
reporting year was not only in Russian,
but also in one of the most common
foreign languages.
6.2.2
The Company avoids a formalistic
1. The Company's information policy
complied with
approach to information disclosure and
defines approaches to the disclosure of
discloses material information on its
information on other events (actions)
√ partially complied with
activities, even if the disclosure of such
that have a material impact on the value
information is not required by law.
or quotations of its securities, which
not complied with
data disclosure is not provided for by
law.
2. The Company discloses information
regarding
the
Company's
capital
structure
in
compliance
with
Recommendation 290 of the Code in the
Annual Report and on the Company's
website.
3. The Company discloses information
on controlled entities that are of
significant importance to it, including
regulated.
their
principal
activities,
the
mechanisms ensuring accountability of
controlled entities, the powers of the
Board of Directors of the Company with
respect to determining the strategy and
assessing the performance of controlled
entities.
Criterion 1, 2, 4: complied with
Criterion 3: Pursuant to Decree
of the Government of the
Russian Federation No. 1102
dated 04.07.2023 and due to the
introduction of restrictive
measures by unfriendly
countries against the Issuer and
certain controlled entities of
material importance for the
Issuer, the Company did not
disclose the information
provided for by Criterion 3 of
Clause 6.2.2 in 2024.
The Company will be able to
disclose this information after
the geopolitical situation is
6.2.3 The Annual Report, as one of the most
important tools of information exchange
with
the
shareholders
and
other
stakeholders, contains the information
enabling one to assess the Company's
performance for the year.
4.
The
Company
publishes
a
nonfinancial
report,
including
the
sustainability
report,
environmental
report, corporate social responsibility
report or other report containing non
financial information, including factors
related to the environment (in particular,
ecology factors and climate-change
related factors), the Company (social
factors) and corporate governance, with
the exception of the equity securities
issuer's report and the annual report
of
the Company.
1. The Company's Annual Report
contains information on the results of
the Audit Committee's assessment of
the external and internal audit process
efficiency.
2. The Company's Annual Report
complied with
√ partially complied with
not complied with
Criterion 1 is met.
Criterion 2:
Due to the separation of the
Company's 2024 Annual Report
and Sustainable Development
Report, the information on the
contains information on the Company's
environmental policy and social policy.
Company's environmental
protection policy and social
policy will be published in the
Company's 2024 Sustainable
Development Report approved
by the Company's Board of
Directors.
6.3. The Company provides information and documents upon its shareholders' inquiries in accordance with the principles of
equal and unhindered accessibility
6.3.1 The shareholders' right to access the 1. The Company's information policy √ complied with
Company's documents and information is (internal
documents
defining
the
not subject to unreasonable difficulties. information
policy)
determines
a
procedure for providing unhindered
partially complied with
access to information and documents of not complied with
the
Company
upon
shareholders'
inquiries.
2. The information policy (internal
documents defining the information
policy) contains provisions stipulating
that in case a shareholder files a request
to provide information on organizations
controlled
by
the
Company,
the
Company makes the necessary efforts to
obtain
such
information
from the
relevant entities controlled by the
Company.
6.3.2 When
providing
information
to
1. In the reporting period, the Company √ complied with
shareholders, the Company maintains a did not refuse to satisfy shareholders'
reasonable balance between the interests inquiries for information, or such partially complied with
of individual shareholders and its own refusals were justified.
interests related to the fact that the not complied with
Company
is
interested
in
keeping
2.
In
cases
determined
by
the
confidential
sensitive
business
Company's
information
policy,
information that might have a material shareholders
are
warned
of
the
impact on its competitiveness. confidential nature of the information
and undertake to keep it confidential.
7.1. Any actions, which affect or may materially affect the Company's share capital structure and financial position of the Company and,
accordingly, the position of its shareholders ("material corporate actions") are taken on fair terms and conditions ensuring that the rights
and interests of the shareholders as well as other stakeholders are observed
7.1.1 Material corporate actions are deemed to 1.
The
Company's
Articles
of
√ complied with
include reorganization of the Company, Association provide for a list of (criteria
acquisition of 30 or more percent of its for identifying) transactions or other partially complied with
voting shares (takeover), entering by the actions falling within the category of
Company into any material transactions, material corporate actions. Pursuant to not complied with
increasing or decreasing its share capital, the Articles of Association, Decisions
listing and delisting of its shares, as well on material corporate actions fall within
as other actions which may result in the jurisdiction of the Company's Board
shareholders or infringement of their
actions are expressly reserved by law
interests.
The Company's Articles of
for the competence of
the General
Association provide for a list of (criteria
Meeting of Shareholders, the Board of
for identifying) transactions or other
Directors
makes
appropriate
actions falling within the category of
recommendations to the shareholders.
material corporate actions and provide
therein that such actions fall within the
jurisdiction of the Company's Board of
Directors.
7.1.2
The Board of Directors plays a key role in
1. The Company has a procedure for
√ complied with
making
decisions
or
providing
independent directors to state their
recommendations on material corporate
opinion on material corporate actions
partially complied with
actions. The Board of Directors relies on
prior to their approval.
opinions of the Company's independent
not complied with
directors.
7.1.3
When taking any material corporate
1.
The
Company's
Articles
of
√ complied with
actions which affect rights and legitimate
Association, with due regard to the
interests of the Company's shareholders,
specifics of the Company's activities,
partially complied with
equal terms and conditions are ensured
places the approval of other transactions
for all of the shareholders; if statutory
that are material to the Company in
not complied with
mechanisms designed to protect the
addition to those stipulated by law in the
shareholder rights prove to be insufficient
competence of the Board of Directors.
for that purpose, additional measures are
taken to protect the rights and legitimate
2. In the reporting period, all material
interests of the Company's shareholders.
corporate
actions
were
subject to
In such cases the Company seeks not only
approval prior to their implementation.
to comply with the formal requirements
of law but also is guided by the principles
of corporate governance set out in the
Code.
7.2.
The Company ensures such a procedure for taking material corporate actions that enables its shareholders to receive full information on
such actions in a timely manner, provides them with the opportunity to influence such actions and guarantees the observance and adequate
level of protection of their rights when taking such actions
7.2.1 The information on material corporate 1. If the Company took any material √ complied with
actions is disclosed with an explanation corporate actions in the reporting
of reasons, conditions and consequences period,
the
Company
disclosed
partially complied with
of such actions. information on such actions in a timely
and detailed manner, including the not complied with
reasons, conditions and consequences
of such actions for shareholders.
7.2.2 Rules and procedures in relation to 1. The internal documents of the complied with Criterion 1,2:
material corporate actions taken by the Company provide for a procedure for The
Company's
internal
Company are set out in its internal engaging an independent appraiser to √ partially complied with documents
contain
general
documents. determine
the
value
of
property
principles
for
engaging
an
disposed or acquired pursuant to a major not complied with appraiser to determine the value
transaction or a non-arm's length of
property
disposed
of
or
transaction. acquired pursuant to a major
transaction or a non-arm's length
2. The internal documents of the transaction, and in cases of
Company provide for a procedure for acquisition and buyback of the
engaging an appraiser to evaluate the Company's shares. At the same
cost of acquisition and buyback of the time, the Company's internal
Company's shares. documents do not contain a list of
cases and the procedure for
3. In the absence of a formal interest of engaging an appraiser in these
a member of the Board of Directors, the cases, due to the fact that, in the
sole executive body, a member of the Company's corporate practice, to
Collegial
Executive
Body
of
the
date, no such actions have been
Company or a controlling person of the taken, except in relation to the
Company, or a person entitled to give non-arm's length transactions.
binding instructions to the Company, The
Company
engages
an
with
respect
to
the
Company's
appraiser for the non-arm's length
transactions, but in the presence of a transactions in the cases and in
conflict of interest or other actual accordance with the procedure
interest, the internal documents of the prescribed by the applicable laws
Company provide that such a person of
the
Russian
Federation.
Amendments to the Company's
does not vote on approval of such a internal documents governing the
transaction. engagement of an appraiser in the
above cases will be made if such
needs arise.
Criterion 3: is complied with

Internal documents of the Company

  • Articles of Association of PJSC TATNEFT named after V.D. Shashin
  • Regulation on the General Meeting of Shareholders of PJSC TATNEFT named after V.D. Shashin
  • Regulation on the Board of Directors of PJSC TATNEFT named after V.D. Shashin
  • Regulation on the Audit Committee of the Board of Directors of PJSC TATNEFT named after V.D. Shashin
  • Regulation on the HR and Remuneration Committee of the Board of Directors of PJSC TATNEFT named after V.D. Shashin
  • Regulation on the Sustainable Development and Corporate Governance Committee of the Board of Directors of PJSC TATNEFT named after V.D. Shashin
  • Regulation on the General Director of PJSC TATNEFT named after V.D. Shashin
  • Regulation on the Management Board of PJSC TATNEFT named after V.D. Shashin
  • Regulation on the Revision Commission of PJSC TATNEFT named after V.D. Shashin
  • Corporate Governance Code of PJSC TATNEFT named after V.D. Shashin
  • Policy of PJSC TATNEFT named after V.D. Shashin on Sustainable Development and Interaction with Stakeholders
  • Risk Management and Internal Control Policy of PJSC TATNEFT named after V. D. Shashin
  • Regulation on the Dividend Policy of PJSC TATNEFT named after V.D. Shashin
  • Regulation on the Corporate Secretary of PJSC TATNEFT named after V.D. Shashin
  • Regulation on the Internal Audit Department of PJSC TATNEFT named after V.D. Shashin
  • Regulation on the Information Policy of PJSC TATNEFT named after V.D. Shashin
  • Regulation on the Information Disclosure to Shareholders of PJSC TATNEFT named after V. D. Shashin
  • Regulation on the Insider Information of PJSC TATNEFT named after V.D. Shashin
  • Regulation on the TATNEFT Group
  • Anti-Corruption Policy of PJSC TATNEFT named after V.D. Shashin
  • Cybersecurity and Cyber Resilience Policy
  • Integrated Management System Policy of the TATNEFT Group
  • Policy of PJSC TATNEFT named after V.D. Shashin in the field of industrial safety, occupational health, safety, and environment, taking into account climate change
  • Human Rights Policy

Forward-looking statements

Information disclosed in this Report contains some forward-looking statements. Such statements include, inter alia, plans, tasks, and forecasts of production, including those relating to the output, products, and services, economic, and financial indicators, information concerning anticipated or expected income, profit (loss), net profit (loss) in respect of shares, dividends, capital structure, and other indicators and ratios as well as statements concerning the prerequisites, on which we base our statements. All statements, other than statements of historical facts, are or may be considered as forecast statements.

Forward-looking statements are statements of future expectations that are based on the management's current expectations and assumptions and include known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forwardlooking statements include, among other things, statements regarding the Company's potential exposure to market risks and statements expressing the expectations, beliefs, estimates, forecasts, projections and assumptions of the management. These statements are accompanied by the wordings "is expected," "intends," "is planned," "will," "strives," "is projected," "is forecast," "ambition", etc.

Due to their specific nature, the statements about future are subject to inherent risk and uncertainties, both general and specific. There is a risk that future actual results may differ materially from plans, goals, expectations, estimates and intentions expressed in such statements or may not be realized due to a number of different factors of economic, financial, political, social, legal aspects that are outside of the Company's control, including factors that may affect future operations of the Company.

Forward-looking statements cannot be the basis for making investment decisions. Each forward-looking statement corresponds only to the date of this Report. Neither the Company nor any of its subsidiaries undertakes any obligation to publicly update or revise any forward-looking statements as a result of new information, future events or other information. With the exception of financial statements, the text of the Report may contain errors in the calculation of shares, percentages, amounts due to rounding the calculated indicators. The data presented in this Report may differ slightly from the data published previously due to the difference in rounded figures.

Contact information

Public Joint Stock Company TATNEFT named after V.D. Shashin

Head office:

75 Lenina Str., 423450 Almetyevsk, Republic of Tatarstan, Russian Federation +7 (855-3) 45-64-92

Representative Office in Moscow:

17 Tverskoy Boulevard 123104 Moscow, Russian Federation +7 (495) 937-55-78

Representative Office in Kazan:

71 K. Marx Street, Kazan, Republic of Tatarstan, Russian Federation, +7 (843) 533‒83‒12

Investor Relations Service:

+7 (8553) 37-37-41

Shareholder Relations Service:

+7 (8553) 37-37-39; +7 (8553) 37-60-27; +7 (8553) 37-39-27.

Contact Person for the Annual Report:

D.M. Gamirov, Corporate Secretary [email protected]

Auditor:

Joint Stock Company Technologies of Trust – Audit Ferro-Plaza Business Center Moscow, Krzhizhanovskogo str. 14, Building 3, Premise 5/1, within the Akademicheskiy Municipal District +7 (495) 967-60-00

Registrar:

Eurasian Registrar, LLC Almetyevsk Subsidiary 10 Mira Street, 423450 Almetyevsk, Republic of Tatarstan, Russian Federation +7 (8553) 22-10-88

Company website: http://www.tatneft.ru

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