The supreme body of Public Joint Stock Company Gazprom is the General Shareholders Meeting, which is held on an annual basis. The Company also convenes extraordinary General Shareholders Meetings.
Shareholders – the owners of ordinary shares – have the right to vote at the General Shareholders Meeting. Every shareholder can take part in the Meeting personally or by proxy. The Meeting is considered duly convened if over half of the voting shares are represented.
The scope of authority of the General Shareholders Meeting includes the introduction of amendments into the Company’s Articles of Association, approval of the annual reports and the Company’s auditor, distribution of profits, election of the Board of Directors and the Audit Commission, and resolutions on the restructuring or dissolution of the Company, as well as on increases or decreases of its charter capital.
Board of Directors
The Board of Directors exercises general governance over the Company’s activities, with the exception of decision-making on issues falling within the scope of authority of the General Shareholders Meeting. The Members of the Board of Directors are elected by the General Shareholders Meeting for the period until the next annual General Shareholders Meeting.
Among other things, the Board of Directors defines the priorities of the Company’s activities, approves the annual budget and investment programs, resolves to convene the General Shareholders Meeting and form Gazprom’s executive bodies, and offers recommendations on dividend payouts.
The Chairman of the Management Committee (sole executive body) and the Management Committee (collective executive body) manage the day-to-day operations of Gazprom. They provide for the implementation of decisions made by the General Shareholders Meeting and the Board of Directors, and are accountable to those bodies.
The Chairman and Members of the Management Committee are elected by the Board of Directors for a five-year term. In particular, the Management Committee develops the annual budget, investment programs and long- and short-term plans of the Company’s activities, prepares reports, manages gas flows, and exerts control over the operation of Russia’s Unified Gas Supply System.