КСО Газпром

ntroductionModern society can develop and function normally only as a result of the continuous production of material and spiritual values. Therefore, the well-being of society and the individual subject of social relations will depend on the moral content of the relations of people who are involved in this process.
Very often, in the process of professional activity, various ethical problems arise between its participants. To avoid them, you must be guided by corporate ethics in order to best follow your interests and the interests of the enterprise (company). Therefore, the topic of corporate ethics is quite relevant in the modern world, since the successful interaction of people in the official sphere and, as a result, the achievement of the goals set depends on it.
Corporate ethics is a value system that governs ethical relationships in a given organization. In contrast to the universal, corporate ethics is determined by the characteristics of the activities and goals of this organization, as well as the prevailing stereotypes of behavior in this organization. Corporate ethics is a key element that unites people - participants in the production process at an enterprise - into a single social organism (human community).
Under the influence of corporate ethics, the activities of employees are organized not so much on the basis of orders or compromises, but due to the internal consistency of the goals and aspirations of employees. An organization built on the unity of the worldview and values ​​of its members becomes the most harmonious and dynamic form of the production community.
The purpose of this paper is to review CSR and corporate governance practices of PJSC Gazprom.
1 Characteristics of corporate governance practicesCorporate governance at the Company is based on the principle of sustainable development and increasing the value of Gazprom Neft's share capital in the long term. The company implements this principle through a system of responsible interaction and building trusting relationships with employees, suppliers, customers, as well as residents in the regions of presence.
The corporate governance of PJSC Gazprom Neft is characterized by the presence of one major shareholder, PJSC Gazprom. He owns 95.68% of the shares. The rest of the block of ordinary shares is distributed among minority shareholders - individuals and legal entities, which generally determines the distribution of the balance of power between various participants in corporate relations.
The Board of Directors annually reviews information on improving the corporate governance practices of Gazprom Neft PJSC.
In general, the Company follows legal requirements and some standards of best practice in corporate governance.
The corporate governance practice of Gazprom Neft PJSC in terms of protecting shareholders' rights is characterized by the following positive aspects:
expanded competence of the Board of Directors in terms of approving significant transactions;
The company conducts a competitive selection of suppliers of goods and services, the cost of which exceeds a certain level, which is enshrined in the relevant internal document. The Board of Directors regularly reviews procurement policy issues;
positive dividend history of the Company;
involvement of a generally recognized auditing company in the audit of the Company's financial statements in accordance with IFRS and RAS, non-provision of consulting services by the external auditor;
The Company has a practice of working with minority shareholders: PJSC Gazprom Neft holds regular meetings with investors and shareholders, holds an Investor Day, and participates in all major conferences of investment and brokerage organizations. The company regularly acquaints investors and shareholders with its own production assets by organizing field meetings at production and production sites;
the internal documents of the Company provide for and periodically implement a joint procedure with the registrar to update outdated information about shareholders;
On the registrar's website, the Shareholder's Personal Account service has been created, which allows persons registered in the register to receive information about corporate events of the Company, information on accrued dividends and withholding taxes, numbers of payment documents, reasons for returns, etc.
2 Business model of GazpromThe business model is based on the idea of vertical integration.
Vertical integration means that a firm combines several successive stages in the production of a product, as opposed to combining within one stage (see occurs when a firm begins to produce materials that are horizontal integration). Upward integration was previously supplied to it by other firms (for example, a camera maker starts to produce lenses), downward integration takes place when a firm is engaged in further product processing, final assembly or distribution (for example, an oil company sells gasoline at its own gas stations).
Vertical integration can be beneficial for a firm in that it makes it possible to reduce production and sales costs by connecting sequential production stages; in addition, it can be vital for a firm to provide reliable sources of supply of production factors or distribution channels in order to maintain its competitiveness.
The impact of vertical integration on the functioning of market processes in general is ambiguous. On the one hand, vertical integration can lead to more efficient use of resources; on the other hand, limiting competition, lead to less efficient allocation of resources.
The benefits of vertical integration are achieved through various effects. These include, in particular, the technical savings from the connection of sequential production processes, for example, the savings achieved by reducing the cost of secondary heating by combining steelmaking operations. By increasing the reliability of the supply of intermediate products, it becomes possible to reduce buffer stocks and thereby reduce storage costs. Vertically integrated firms can avoid some of the trading costs when making deals with external resource providers and with advertising and sales agencies by carrying out transactions within the firms. Savings in management can be achieved if the firm has a single administrative system to manage several types of production activities. Financial savings arise when using profitable wholesale discounts, as well as reducing the cost of growing capital. When firms benefit from all of these types of efficiencies through vertical integration, their average costs will decline. This will reduce market prices and increase output.
When a firm already dominates one or more stages of production, vertical integration can cause various anti-competitive consequences. Top-down integration can provide a sales market, but also close it to competitors. Likewise, bottom-up integration can guarantee the sources of supply of resources, but close the access to these sources for competitors. Moreover, if a firm buys a company - a supplier of rare raw materials, which is used by both this firm and its competitors, then in this case it can take advantage of its position and carry out a price squeeze, i.e., reduce the specific gross profit of its competitors by assigning them a higher price of raw materials than for themselves, while maintaining a relatively low price for the final product. Such tactics not only serve as a means of influencing existing competitors, but also act as a barrier to entry for potential new competitors. Lack of access to sales markets or sources of raw materials, as well as access on unfavorable terms, requires potential competitors to the same degree of integration as existing firms. In this situation, the need to have large initial capital makes it difficult to enter the market on a large scale.
Thus, vertical integration can have both beneficial and harmful consequences at the same time. Under British competition policy, vertical integration through the formation of a monopoly firm, or through the merger of two vertically related firms (or the takeover of one firm by another), pooling assets in excess of £ 30 million. Art., falls under the control of the Commission on Monopolies and Mergers. The Commission must determine whether such a vertically integrated company will act against the public interest or not.
3 Activities of management and control bodiesThe practice of corporate governance in terms of the activities of management and control bodies is characterized by the following positive aspects:
independent directors are elected to the Board of Directors;
the composition of the Board of Directors is balanced in terms of whether its members have key skills and work experience necessary for the effective work of the Board of Directors;
meetings of the Board of Directors are held regularly, in sufficient number and in accordance with a previously approved work plan;
the Company has a practice of introducing newly elected members of the Board of Directors;
the procedure for preparing the meeting of the Board of Directors provides members of the Board of Directors with the opportunity to properly prepare for its holding;
within the framework of the Board of Directors, the Audit Committee and the Human Resources and Remuneration Committee were established. The activities of the committees are governed by the relevant Regulations;
The Board of Directors of Gazprom Neft PJSC assesses its own work and the individual work of its members;
the competence of the Board of Directors of Gazprom Neft PJSC includes control over material transactions of significant legal entities controlled by the Company;
PJSC Gazprom Neft provides liability insurance for members of the Board of Directors;
The Audit Committee and the HR and Remuneration Committee report on their work to the Board of Directors;
the Company has developed a regulatory and methodological framework for risk management, created an internal subdivision responsible for performing key risk management functions;
the Company has a comprehensive regulation of the conflict of interests of members of executive bodies;
the functions of the Internal Audit Department comply with the recommendations of the best corporate governance practices, and ensure the functional accountability of the Internal Audit Department to the Board of Directors.
The practice of disclosing financial and non-financial information about its activities is characterized by the following positive aspects:
The company discloses information on the structure of the share capital;
The company discloses detailed information about the members of the Board of Directors and the Management Board;
The Company discloses information on the structure of remuneration for members of the Board of Directors and the Management Board of Gazprom Neft PJSC;
The company discloses all major forms of financial statements prepared in accordance with IFRS and RAS. The disclosed statements are accompanied by appropriate audit reports;
PJSC Gazprom Neft discloses detailed information on related party transactions;
the website of PJSC Gazprom Neft is regularly updated and updated, which contains a large amount of relevant information about the Company and the results of its activities.
The exclusive competence of the General Meeting of Shareholders / Participants of subsidiaries established by law, concerning decision-making on key issues of subsidiary activities, is supplemented by the approval of \\ any transactions for an amount exceeding a certain threshold value (which is determined for each subsidiary individually, taking into account the financial and economic indicators of the company's activities)
The competence of the Board of Directors of subsidiaries has been expanded in comparison with the legislation by limiting the competence of the sole executive body in terms of making decisions on transactions related to obtaining or granting loans (credits), sale, other alienation or encumbrance of real estate, with the transfer of key real estate to rent , with the acquisition, alienation or encumbrance of shares in authorized capital, shares, bonds, mortgages, bills of exchange, transactions providing for the gratuitous alienation of property, corporate contracts and other agreements on joint activities, any transactions in excess of a certain threshold value; making decisions on participation or termination of participation in other organizations, as well as preliminary determination of the position when voting on issues related to the competence of the General Meeting of Shareholders (Participants) of business entities in which the subsidiary is a shareholder (participant).
The Company has developed and approved procedures that allow, under the leadership of the Corporate Center, to successfully coordinate and control the activities of subsidiaries within the framework of the Company's Development Strategy being implemented.
Collegial decision-making on the participation of any organization belonging to the Gazprom Neft Group in another organization, both commercial and non-commercial, has been secured; the circle of decision-makers was determined. An issue falling within the competence of the Board of Directors of Gazprom Neft PJSC shall be submitted for a preliminary decision by the Gazprom Neft PJSC Management Board.
The procedure for making decisions by the Board of Directors and the General Meeting of Shareholders / Members of Subsidiary Gazprom Neft was determined. The participation of representatives in the management bodies of the Gazprom Neft Group is based on the principles of balance and professionalism. Decisions are made collectively and are formalized in a directive manner, which makes it possible to achieve the greatest efficiency of the decisions made.
The management structure of joint ventures in which the Gazprom Neft Group participates has been fixed and approved. For their effective management, the concept of an asset curator has been introduced, whose functional responsibility is to coordinate the management of a joint venture.
The boards of directors of subsidiaries are formed in accordance with the established principles of functional subordination, participation of employees of the corporate function. The composition of candidates for the Board of Directors and audit commissions of subsidiaries is approved annually by the order of the General Director of Gazprom Neft.
Regardless of the levels of corporate ownership and the structure of the authorized capital of subsidiaries, the executive bodies of Gazprom Neft Group organizations (including the General Director) are appointed and dismissed after approval of candidates by the Corporate Center.
ConclusionThe activities of PJSC Gazprom Neft in the area of ​​corporate social responsibility and sustainable development are characterized by the following positive aspects:
the Company has approved internal documents governing corporate social responsibility issues;
PJSC Gazprom Neft adopted the Corporate Code, which enshrines the mission, values, main ethical principles and standards of business ethics of the Company;
The Company implements corporate social projects for the employees of PJSC Gazprom Neft, clients and counterparties, the population at the place of business of the Company, as well as charitable and sponsorship projects;
The company prepares a Sustainability Report that complies with GRI standards;
the Company's activities are certified for compliance with the ISO 14001 standard in the field of environmental protection;
the activities of the production enterprises of the Gazprom Neft Group are certified for compliance with the ISO 9001 standard in the field of quality management;
The Company has a Anti-Fraud and Corruption Policy.
Bibliography1. https://ar2017.gazprom-neft.ru/#technological-leadership