The HR and Remuneration Committee provides assistance to the Board of Directors of PJSC TATNEFT in improving the personnel policy approach and in strengthening the motivation mechanisms of the Company's employees and managers, as well as in creating the conditions for attracting highly qualified professionals to the Company's management and providing the necessary incentives for their effective work.
Members of the Committee
Chairman:
Rene Steiner, Member of the Board of Directors, independent director. Head of Direct Private Investment Programs of FIDES Business Partner AG, Member of the Audit Committee of the PJSC TATNEFT’s Board of Directors.
Committee Members:
Laszlo Gerecs, member of the Board of Directors, independent director. Managing Director of G Petroconsulting Ltd, Member of the PJSC TATNEFT’s Board of Directors Audit Committee.
Yuriy Lvovich Levin, Member of the Board of Directors, independent director. Managing partner at BVM Capital Partners Ltd, Chairman of the Audit Committee of the PJSC TATNEFT’s Board of Directors.
Rinat Kasimovich Sabirov, Member of the Board of Directors, Non-executive Director. Assistant to President of the Republic of Tatarstan, Member of the TATNEFT’s Board of Directors Corporate Management Committee.
Principal functions
In terms of performing functions with regard to personnel (appointments):
- Assessment of the Board of Directors in terms of professional specialization, experience, independence of its and their participation in the work.
- Determination of priority areas for strengthening the Board of Directors composition.
- Interaction with all groups of shareholders during selection of candidates for the Board of Directors and as regards the election of candidates to the Board of Directors with a view to the fullest possible coverage of the Company’s objectives.
- Analysis of professional qualifications and independence of candidates nominated to the Board of Directors of the Company.
- Development and making the shareholders familiar with the recommendations regarding the voting on candidates for the election to the Company’s Board of Directors.
- Development of an introductory course for familiarization of newly elected members of the Board of Directors and its chairman with information on the key assets of the Company, its strategy, business practices, and organizational structure (including presentation to key managers), and on responsibilities and procedures of the chairman and members of the Board of Directors.
- Arrangement of the annual self-assessment and/or external assessment (at least once every 3 years) of the Board of Directors, its members, and its committees in terms of the effectiveness of their work in general and in terms of the individual contribution of each member of the Board of Directors and its committees, determination of priority areas for strengthening of the Board of Directors.
- Participation in the development and approval of a report on the annual self-assessment and/ or external assessment results for inclusion into the annual report of the Joint-Stock Company
- Participation in the development and approval of a program of training and advanced skill development for the members of the Board of Directors, taking into consideration the areas of responsibility and expertise of the individual members, and supervising the implementation of the program.
- Assessment of professional qualifications and planning of staff appointments of the Company’s members to executive body positions and other key managers with a view to ensure development of the Company and safeguarding continuity among these persons.
- Development of recommendations for the Board of Directors regarding candidates for the position of the Company’s Corporate Secretary.
- Development of recommendations for the Board of Directors regarding candidate members of the Company’s executive bodies and other key managers.
- Drafting of the report on the performance of the Committee to be included in the annual report and other documents of the Company.
As for the performance of the remuneration functions:
- Development and periodical review of the Company’s policy on the remuneration for members of the Board of Directors, the Company’s executive bodies, and other key managers, including establishment of criteria for the short-term and long-term incentives program for members of the executive bodies.
- Control over the implementation and functioning of the Company’s remuneration policy and incentives programs.
- Preliminary assessment of the Company’s executive body members and other key managers performance as of at the end of the year and assessment whether the executive bodies achieved the objectives set out in the incentives program.
- Establishment of criteria for early termination of employment agreements with members of the Company’s executive bodies and other key managers, including all financial obligations of the Company and conditions of their provision.
- Development of recommendations to the Board of Directors regarding setting the amount of remuneration and criteria for awarding bonus to the Company’s Corporate Secretary, carrying out preliminary assessment of the Corporate Secretary’s work as of the end of the year, and proposals on awarding the bonus to him.
- Preparation of the report on implementation of the remuneration policy for the Company’s members of the Board of Directors, members of executive bodies, and other key managers to be included in the annual report and other documents of the Company.
- Supervision of the information disclosure about the policy and practice of remuneration and ownership of the Company’s shares by the members of the Board of Directors, members of executive bodies, and other key managers in the annual report and on the corporate website.