Board of Directors
The Board of Directors plays a central role in the corporate governance system and is collectively responsible for the long-term success of the company, including overseeing and setting the corporate strategy and establishing the business goals of the company.
- Competences of the Board of Directors
- Appointment of memebers of the Board of Directors
- Board of Directors composition
- Rules of procedure
- Analysis of the operation of the Board of Directors and Committees
- Board of Directors members
- Board of Directors Committees
- Board of Directors meeting reports
Competences of the Board of directors
An efficient, competent and independent Board of Directors is essential for the implementation of good corporate governance. In line with NIS's Articles of Association, the Board of Directors is also responsible for passing the decisions related to:
- convening of the Shareholders Assembly, defining the agenda and draft decisions of the Shareholders Assembly;
- defining the business strategy and business goals of the Company and company management;
- defining the internal organization of the Company; defining or approval of business plans;
- control of the accuracy of financial statements;
- adoption of periodic financial statements and periodic business reports whose adoption is not within the competence of the Shareholders Assembly;
- appointment and relief of duties the General Manager;
- adoption of the NIS Corporate Governance Code.
Appointment of members of the Board of directors
NIS's Board of Directors has eleven members, who are appointed and dismissed by the Shareholders Assembly. The members elect the Chairman of the Board of Directors, and the function of the Chairman and the CEO are separated. Candidates for members of the Board of Directors can be proposed by Nomination Committee and by one or several shareholders holding at least 5% of voting shares. The term of office of members of the Board of Directors expires at the next ordinary (annual) Shareholders' Assembly Meeting (except in case of cooptation when it expires at the next meeting), and every member of the Board of Directors may be re-appointed for an unlimited number of times.
Board of directors composition
The Board of Directors has one executive and ten non-executive members, out of which two non-executive members are at the same time independent members of the Board of Directors (independence criteria).
The criteria for appointment of the BoD members are determined under the Articles of Associations of the Company, taking into account the need for rapid and effective decision-making, but also the requirement set forth under eligibility criteria applying to the members comprising the Board of Directors, possessing, as a whole, the necessary knowledge, skills and professional experience required for the successful performance of duties within the scope of the Board of Directors and management of the Company.
Rules of Procedure
The Rules of Procedure of the Board of Directors the Board of Directors’ Committee’s regulate the Board of Directors’ and the Board of Directors’ Committee’s activities and decision-making process, including the procedure of convening and holding sessions.
Analysis of the operation of the Board of Directors and Committees
In line with the adopted principles of corporate governance the Board of Directors once a year conducts the analysis of its own work and the work of its Committees, considers measures and activities for their improvement, and submits a report to the Shareholders' Assembly on this subject.
Report on the analysis of the operation of the Board of Directors and Commissions of the Board of Directors of NIS j.s.c. Novi Sad in the Period April 2015 - March 2016
Members of the Board of Directors
Deputy Chairman of PJSC “Gazprom Neft” Executive Board,
Born on September 30, 1970 in Sharkan, Udmurtskaya ASSR.
In 1993, Mr. Yakovlev graduated from the Moscow Engineering Physics Institute, Department of Applied Nuclear Physics. Mr. Yakovlev graduated from the Faculty of Finance at the International University in Moscow in 1995. Since 1999, he has been a qualified member of the ACCA (Chartered Association of Certified Accountants). In 2009, he earned a degree from the British Institute of Directors (IoD).
During his employment with PricewaterhouseCoopers from 1995 to 2000, Mr. Yakovlev held various positions, starting from a Consultant to being promoted to Audit Manager. In the period from 2001 to 2002, he served as Deputy Head of Financial and Economics Department, YUKOS EP c.j.s.c. From 2003 to 2004, he was Financial Director of Yugansk Neftegaz, NK Yukos. From 2005 to 2006, Mr. Yakovlev held the position of Deputy General Director in charge of economy and finance at SIBUR-Russian Tyres.
Mr. Yakovlev was elected member of the NIS j.s.c. Novi Sad Board of Directors as of 10.02.2009. and he was elected Chairman of the NIS j.s.c. Novi Sad Board of Directors as of 31.07.2009.
Member of NIS j.s.c. Novi Sad Board of Directors, фirst Deputy CEO for Refining, Sales and Distribution
Born in Russia in 1977.
Graduated with bachelor’s degree in International Affairs (with honours) and a master’s degree in International Law (with honours) from Moscow State Institute of International Relations (MGIMO). Also obtained a Master of Laws (LL.M) degree from the University of Manchester. Completed executive education programmes at international business schools INSEAD and London Business School. From 1999 through 2004, worked for A.T. Kearney and Unilever. In 2004 joined McKinsey & Co. From 2007 through 2012, worked as Deputy CEO for Strategy and Corporate Development with SIBUR – Fertilizers. In 2012 joined JSFC Sistema, a Russian private equity fund, as Executive Vice-President and Executive Board Member. Before embarking on a position at NIS, worked as President and Chairman of the Management Board at United Petrochemical Company, which was part of JSFC Sistema, and as Chairman of the Board of Directors of Ufaorgsintez.
He took the position of First Deputy CEO for Refining, Sales and Distribution at NIS j.s.c. Novi Sad in May 2016.
Since December 2016 is a member of the Board of Directors of NIS.
Member of Nomination Committee
Born on May 13, 1976 in Moscow, USSR.
In 1998, Mr. Kravchenko graduated with honors from Lomonosov Moscow State University with a degree in Sociology. He completed postgraduate studies at the same university. He continued his studies at the Open British University (Financial Management) and IMD Business School. He holds a PhD in Economics.
Mr. Kravchenko worked in consulting until 2000, and from 2000 to 2004 he held various positions in YUKOS in Moscow and Western Siberia and with Schlumberger (under partnership program with NK Yukos) in Europe and Latin America. In the period 2004 to 2007 he was Administrative Director at JSC MHK EuroChem Mineral and Chemical Company. Mr. Kravchenko was elected member to the Board of Directors several times in major Russian and international companies. In April 2007, he was appointed Vice-Chairman, “Gazprom Neft” PJSC, and in January 2008 he was made Deputy Chairman of Management Board of “Gazprom Neft” PJSC, as well as Deputy General Director for Organizational Affairs. Since February 2009, he was appointed CEO of the NIS j.s.c. Novi Sad, and member of the NIS j.s.c. Novi Sad Board of Directors. As of March 2009, he holds the position of Deputy CEO for Overseas Assets Management in “Gazprom Neft” PJSC.
Mr. Kravchenko was elected member of the NIS j.s.c. Novi Sad Board of Directors as of 10.02.2009.
Born оn November 14, 1945 in Kolašin, Montenegro.
Ms. Drašković graduated from the Faculty of Law, University of Belgrade in 1968.
From 1968 to 1990, she worked in the field of finance in the banking sector, and in the field of law and commerce within the economy sector, and as a Belgrade City Magistrate. Ms. Drašković is the owner of the publishing house “Srpska reč”, founded in 1990. She is the author of two books written in the opinion journalism style.
From 01.04.2009 to 18.06.2013, Ms. Danica Drašković was a member of the NIS j.s.c. Novi Sad Board of Directors, being re-elected on 30.06.2014.
Deputy CEO for Economics and Finance at PJSC "Gazprom Neft"
Born on December 19, 1973 in Leningrad, USSR.
In 1997, Mr. Yankevich graduated from Saint-Petersburg State Electrical Engineering University ("LETI"), majoring in optical and electronic instruments and systems. In 1998, he completed a course at LETI-Lovanium International School of Management in Saint-Petersburg.
Mr. Yankevich was employed with CARANA, a consulting company from 1998 to 2001. In the period from 2001 to 2005 he served as Deputy Head of Planning, Budgeting and Controlling Department at YUKOS RM o.j.s.c. (business unit responsible for logistics and downstream operations). In 2004, he became a Certified Management Accountant (CMA). From 2005 to 2007 he worked as deputy CFO at LLK-International (production and sale of lubricants and special petroleum products; part of the LUKOIL group). From 2007 to 2011 he held the post of Head of the Planning and Budgeting Department, and was Head of Economics and Corporate Planning Department at "Gazprom Neft" PJSC. Since August 2011 he has served as acting Deputy CEO for Economics and Finance at "Gazprom Neft" PJSC. Mr. Yankevich has been a memeber of the Management Board of "Gazprom Neft" PJSC and Deputy CEO "Gazprom Neft" PJSC for Economics and Finance Since March 2012.
Mr. Yankevich was elected member of the NIS j.s.c. Novi Sad Board of Directors as of 18.06.2013.
Director of the Division for Regional Sales in PJSC “Gazprom Neft”
Born on March 17,1971 in Leningrad, USSR.
In 1992, Mr. Krylov graduated from LMU (Leningrad) and graduated from the Faculty of Law of Saint Petersburg State University in 2004. In 2007, he earned MBA degree from Moscow International Business School MIRBIS, specializing in Strategic management and Entrepreneurship.
From 1994 to 2005 Mr. Krylov held managerial positions in the field of real estate sales (Chief Executive Officer, Chairman) in the following companies: Russian-Canadian SP "Petrobild"; c.j.s.c. "Alpol". From 2005 – 2007 he was deputy director in the Division for implementation in "Sibur" Ltd. In April 2007, Mr. Krylov was appointed Head of the Division for Petroleum Product Supply, head of the Regional Sales Division and Director of the Regional Sales Department at "Gazprom Neft" PJSC.
Mr. Krylov was elected member of the NIS j.s.c. Novi Sad Board of Directors as of 29.11.2010.
Member of Audit Committee
Born on December 3, 1947 in Feketić, Serbia.
Mr. Martinović completed his primary education in Feketić, and secondary in Srbobran. He graduated from the Faculty of Economics in Subotica, where he also defended his Master’s Thesis, titled "Transformation of Tax System in Serbia by implementing VAT".
From 1985 to 1990, he was the CEO of "Solid" company from Subotica, and from 1990 to 1992, he served as Assistant Minister of the Interior of the Republic of Serbia. From 1992 to 2000, Mr. Martinović held the position of Assistant CEO of the Serbian Petroleum Industry in charge of financial affairs, and was CEO of "Naftagas promet" from 1996 to 2000. From 2005 until 31.08.2013, Mr Martinović worked as a Special Advisor at NIS j.s.c. Novi Sad. On 01.09.2013, he was appointed Special Advisor to the CEO of O Zone j.s.c. Belgrade, and from 15.12.2013 until his retirement in 17.11.2014, he was performing the duties of the Advisor to the Director of STC NIS-Naftagas Ltd. Novi Sad. Furthermore, since 22.11.2011, he serves as member of the National Bank of Serbia Governor Council.
Mr. Martinović was a member of the Serbian Petroleum Industry/NIS j.s.c. Novi Sad BoD from 2004 to 2008, and he was re-elected on 10.02.2009.
chairman of the Audit Committee
Born on October 15, 1950 in Vienna, Austria.
In 1976, he graduated from the Economics and Business Administration at the Vienna University of Economics and business, and he holds a PhD degree.
Mr. Ruttenstorfer’s career started in the Austrian company OMV in 1976. In 1985, he was transferred to the Planning and Control Department and in 1989, he became responsible for the strategic development of the OMV Group. Being appointed Marketing Director in 1990, he became a member of the Executive Board in 1992, and was in charge of finance and chemical products. By early 1997, he was a member of the OMV EB, when he was appointed Deputy Minister of Finance. On 01.01.2000, he was re-appointed a member of the OMV EB in charge of finance, a function he performed by April 2002. He was in charge of gas affairs by December 2006. In the period from 01.01.2002 to 31.03.2011, Mr. Ruttenstorfer was the Chairman of the Executive Board of the OMV Group.
He was elected Independent member of the NIS j.s.c. Novi Sad Board of Directors as of 20.04.2012.
Member of Remuneration Committee
Deputy Chairman of the at PJSC “Gazprom Neft” Executive Board,
Born on August 27, 1954 in Grozny, USSR.
Mr Cherner graduated from Grozny Oil Institute in 1976 with a degree in chemical oil and gas engineering. In period from 1976 to 1993 he was employed at the “Sheripov Grozny Refinery”, starting as an operator to become refinery director. In 1996, he joined “SlavNeft” as Head of the Oil and Oil Products Trading Department and was later appointed Vice-Chairman of “NGK SlavNeft”. He joined SibNeft (from June 2006 – “Gazprom Neft”) as Vice-Chairman for refining and marketing in April 2006. Mr Cherner was elected member of the NIS j.s.c. Novi Sad Board of Directors as of February 10, 2009.
Chairman of Remuneration Committee,
Born on May 29, 1964 in Moscow, USSR.
Mr Shekshnia serves as the Chief of practice in the Talent Performance and Leadership Development Consulting Department. Director of Talent Equity Institute and a senior partner at Ward Howell. He teaches the course "Entrepreneur Leadership" at the International Business School INSEAD. Mr Shekshnia has more than 15 years of practical experience in management. He held the following positions: CEO of Alfa Telecom, chairman and CEO of Millicom International Cellular, Russia and CIS, Chief Operational Director of Vimpelkom, Director of Personnel Management in OTIS Elevator, Central and East Europe. He has been a member of o.j.s.c. SUEK and c.j.s.c. Vimpelkom-R Boards of Directors.
Mr Sheknia was elected Independent member of the NIS j.s.c. Novi Sad Board of Directors as of June 21, 2010.