Corporate Governance as a Component of Sustainable Development
Corporate Governance and Control Structure
In accordance with the Corporate Governance Code of PJSC GazpromApproved by resolution of the annual General Shareholders Meeting of PJSC Gazprom dated June 30, 2017, minutes No. 1., its corporate governance and control bodies include the General Shareholders Meeting, Board of Directors, Management Committee, Chairman of the Management Committee, Audit Commission, and PJSC Gazprom’s auditor.
General Shareholders Meeting
The General Shareholders Meeting is the supreme body responsible for the most important matters, such as:
- electing the Board of Directors and Audit Commission;
- appointing an auditor;
- resolving on paying (announcing) dividends;
- approving annual reports and annual accounting (financial) statements;
- approving internal documents governing PJSC Gazprom’s bodies.
Board of Directors
The Board of Directors engages in strategic governance of the Company’s activities. Its key functions in the area of sustainability include:
- defining the development strategy, policy, and key principles of PJSC Gazprom’s operations across various domains, including sustainability, and overseeing their implementation;
- defining priority business lines, approving forward-looking plans and major programs, including an annual budget and investment programs;
- ensuring effective controls over financial and business results, outlining risk management, internal audit and control principles and approaches;
- establishing a procedure for transactions;
- approving internal documents on matters within its remit, including sustainability (for instance, the Sustainable Development Policy, Code of Corporate Ethics, and Anti-Corruption PolicyApproved by resolution of the Board of Directors of PJSC Gazprom No. 2846 dated November 15, 2016 (as amended).).
For more details on the composition, functions, and activities of the Board of Directors, see Gazprom Annual Report 2025.
The number of members of PJSC Gazprom’s Board of Directors, their election and early termination of powers lie within the competence of the General Shareholders Meeting. A shareholder (shareholders) collectively owning at least 2% of PJSC Gazprom’s voting shares may propose nominees to the Board of Directors whose number shall not exceed the established number of directors.
In 2025, the annual General Shareholders Meeting elected 11 directors to PJSC Gazprom’s Board of Directors for a term starting from the election date until the third annual General Shareholders Meeting thereafter.
As of December 31, 2025, one out of 11 elected directors qualified as independent. This director plays an active role in the Board’s work, raises issues for discussion, including sustainability matters, chairs the Audit Committee of the Board of Directors, and serves as a member of the Nomination and Remuneration Committee.
The Chairman of the Board of Directors does not serve as an executive officer of the Company.
Composition of the Board of Directors by director status, as of December 31, %
| Director status | 2023 | 2024 | 2025 |
|---|---|---|---|
| Executive director | 18 | 20 | 18 |
| Non-executive director | 64 | 60 | 73 |
| Independent director | 18 | 20 | 9 |
Competencies of PJSC Gazprom’s Board of Directors as of December 31, 2025
| Board members |  1
| 2
| 3
| 4
| 5
| 6
| 7
| 8
| 9
| 10
| 11
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Public administration | + | + | + | + | + | + | |||||
| Senior management and board experience | + | + | + | + | + | + | + | + | + | + | + |
| Economics and finance | + | + | + | + | + | + | + | + | + | + | |
| Fuel and energy sector | + | + | + | + | + | + | + | + | + | + | |
| Strategic planning | + | + | + | + | + | + | + | + | + | ||
| International cooperation / doing business | + | + | + | + | + | + | + | + | + | + | + |
| Corporate governance | + | + | + | + | + | + | + | ||||
| Risk management / internal audit | + | + | + | + | + | + | + | + | |||
| Operational management | + | + | + | + | + | + | + | + | |||
| Human capital and remuneration | + | + | + | + | + | + | + | + | + | ||
| R&D | + | + | + | + | + | + | + | + | + | ||
| Sustainable development | + | + | + | + | + | + | + | + | + |
Board of Directors Committees
In June 2025, the Board of Directors of PJSC Gazprom approved new compositions for its four dedicated committees established to preview the most important matters falling within their respective remits.
Nomination and Remuneration Committee of the Board of Directors
This committee has direct oversight of sustainability matters. Its functions include:
- issuing recommendations to the Board of Directors on defining areas of the Gazprom Group’s sustainable development;
- issuing recommendations to the Board of Directors on improving KPIs pertaining to sustainable development;
- issuing recommendations to the Board of Directors on establishing performance indicators to assess the Gazprom Group’s sustainable development achievements;
- previewing the Gazprom Group’s social impact reports and checking them for completeness, accuracy, and reliability;
- previewing the results of external audits and independent public assurance of the Gazprom Group’s social impact reports;
- issuing recommendations to the Board of Directors on improving information disclosure in the Gazprom Group’s social impact reports;
- issuing recommendations to the Board of Directors on assessing progress against the Sustainable Development Policy of the Gazprom Group;
- previewing proposals on enhancing PJSC Gazprom’s internal sustainable development documents to ensure compliance with Russian laws and Company needs.
For more details on the composition and activities of the Sustainable Development Committee of the Board of Directors, see Gazprom Annual Report 2025.
Audit Committee of the Board of Directors
Key functions:
- evaluating PJSC Gazprom’s auditor candidates and the auditor’s report;
- ensuring the independence and objectivity of internal and external audits;
- verifying PJSC Gazprom’s financial statements for completeness, accuracy, and reliability;
- checking risk management and internal controls for reliability and efficiency;
- reviewing compliance with the Code of Corporate Ethics of PJSC Gazprom.
For more details on the composition, functions, and activities of the Audit Committee of the Board of Directors, see Gazprom Annual Report 2025.
Nomination and Remuneration Committee of the Board of Directors
Key functions:
- issuing recommendations to the Board of Directors on PJSC Gazprom’s remuneration policy for governance bodies, and control over its implementation;
- previewing nomination matters;
- issuing recommendations to the Board of Directors on an annual detailed formalized self-assessment or an external assessment of the Board of Directors, its members, and committees, and on defining priority areas for reinforcing the Board of Directors;
- engaging with shareholders (not limited to major shareholders), as mandated by the Board of Directors, to develop voting recommendations for shareholders on electing nominees to the Board of Directors.
For more details on the composition, functions, and activities of the Nomination and Remuneration Committee of the Board of Directors, see Gazprom Annual Report 2025.
Import Substitution and Technological Development Committee of the Board of Directors
Key functions:
- conducting preliminary reviews of proposals aimed at creating conditions for the effective implementation of state policy on import substitution;
- conducting preliminary reviews of matters relating to the development, adjustment, and implementation of long-term programs for executing state policy on import substitution;
- issuing recommendations to the Board of Directors on defining areas of the Group’s import substitution and technological development activities;
- issuing recommendations to the Board of Directors on assessing the outcomes of import substitution measures;
- previewing proposals for improving import substitution and technological development documents.
For more details on the composition, functions, and activities of the Import Substitution and Technological Development Committee of the Board of Directors, see Gazprom Annual Report 2025.
Throughout the reporting year, Board members took an active part in the work of the Board of Directors and its committees, as in previous periods.
Activities of PJSC Gazprom’s Board of Directors, its committees, and Management Committee in 2025
| Indicator | Board of Directors | Audit Committee | Nomination and Remuneration Committee | Import Substitution and Technological Development Committee | Sustainable Development Committee | Management Committee |
|---|---|---|---|---|---|---|
| Number of directors | 11 | 3 | 3 | 3 | 3 | 14 |
| • incl. independent directors | 1 | 1 | 1 | 0 | 0 | n/a |
| Number of meetings incl.: | 53 | 11 | 7 | 2 | 3 | 21 |
| • in person | 5 | − | − | 1 | − | 13 |
| • in absentia | 48 | 11 | 7 | 1 | 3 | 8 |
| Number of items considered | 127 | 12 | 7 | 4 | 3 | 55 |
| • incl. items related to sustainability | 44 | 2 | 4 | 3 | 3 | 25 |
| Share of items related to sustainability, % | 34.6 | 16.7 | 57.1 | 75.0 | 100.0 | 45.5 |
The Chairman of the Management Committee is the sole executive body responsible for implementing the resolutions of the General Shareholders Meeting, Board of Directors, and Management Committee, including those related to sustainable development.
Audit Commission
PJSC Gazprom’s Audit Commission is a permanent elective body that oversees the Company’s financial and business operations, and drafts proposals on enhancing asset management efficiency, mitigating financial and operational risks, and improving internal controls.
Auditor
PJSC Gazprom’s auditor is an auditor engaged under contract to review the Company’s financial and business operations in accordance with Russian laws. The auditor is appointed by the General Shareholders Meeting based on the Board of Directors’ proposals following a competitive selection process.
Corporate Secretary
PJSC Gazprom has in place a corporate secretary functionResolution of the Board of Directors of PJSC Gazprom No. 2817 dated September 30, 2016 (as amended).. To the extent required by the Russian Corporate Governance Code, the function is distributed among three structural units in line with respective regulations approved by the Board of Directors.
For more details on corporate governance regulations, see the official website of PJSC Gazprom.
Remuneration of the Board of Directors
The General Shareholders Meeting may resolve to pay remuneration to members of the Board of Directors during their term in office. The remuneration amount is determined by the General Shareholders Meeting based on the Board of Directors’ recommendations issued in compliance with the Remuneration Procedure for PJSC Gazprom’s Board of Directors. This document, among other things, establishes formulas for calculating remuneration and defines the conditions and procedure for its payment.
The Nomination and Remuneration Committee of the Board of Directors makes recommendations to the Board on the Company’s policy on Board member remuneration and financial incentives for Management Committee members and Chairman, as well as overseeing the policy adoption and implementation.
Board member remuneration is not tied to attendance at individual Board or committee meetings; no additional financial incentives are used in the structure of remuneration payable to Board members; no stock option plan is provided for members of the Board of Directors; PJSC Gazprom makes no additional payments or compensations in case of early termination of powers of members of the Board of Directors.
On June 27, 2025, the General Shareholders Meeting resolved to pay remuneration to the members of PJSC Gazprom’s Board of Directors who hold no public or civil office in Russia in the amount recommended by the Board of Directors.
Paid for achieving corporate KPIs, including total shareholder return, return on equity, and an integrated KPI for innovation. The integrated KPI for innovation incorporates criteria reflecting sustainable development achievements, including the number of patents obtained during the reporting year and the reduction in specific greenhouse gas emissions measured in CO2 equivalent.
Remuneration of the Management Committee
According to the Regulation on Year-End Bonus System for PJSC Gazprom’s Executives, the Board of Directors annually approves target and actual values of PJSC Gazprom’s corporate performance KPIs. The annual bonus for PJSC Gazprom’s Management Committee members (excluding the Chairman) comprises two components: corporate (80%) and individual (20%). The corporate component depends on achieving PJSC Gazprom’s corporate KPIs, while the individual component is determined by personal goal achievement. The annual bonus for the Management Committee Chairman consists solely of the corporate component.
When actual KPI (goal) performance falls below 50%, no annual bonus is paid for that indicator (goal) and the total annual bonus amount is reduced, ensuring a direct relationship between KPI (goal) achievement results and remuneration amounts.
Remuneration of the Audit Commission
The General Shareholders Meeting may resolve to pay remuneration to members of the Audit Commission during their term in office. The remuneration amount is determined by the General Shareholders Meeting based on the Board of Directors’ recommendations issued in compliance with the Remuneration Procedure for PJSC Gazprom’s Audit CommissionApproved by resolution of the Board of Directors of PJSC Gazprom No. 2641 dated December 9, 2015 (as amended)..
Remuneration is paid to Audit Commission members for performing their duties in the corporate year and depends on their degree of involvement in Audit Commission work, reflected through a personal contribution indicator. This indicator also accounts for additional duties performed as Chairman of the Audit Commission. In case of early termination of powers and election of an Audit Commission member at an extraordinary General Shareholders Meeting, remuneration shall take into account the actual participation of such member in meetings. Remuneration shall be paid pro rata to the actual period of service.
Audit Commission members holding public or civil offices receive no remuneration.
At PJSC Gazprom, overseeing the implementation of the Sustainable Development Policy of the Gazprom Group is the responsibility of the Chairman of PJSC Gazprom’s Management Committee, while at subsidiaries and entities this is among the duties of their Directors General.
Structural units of PJSC Gazprom and its subsidiaries and entities manage various sustainable development aspects and implement the Sustainable Development Policy of the Gazprom Group.
Coordination of sustainable development activities of PJSC Gazprom’s structural units, subsidiaries, and entities is the responsibility of PJSC Gazprom’s information policy unit.
PJSC Gazprom has in place the Coordinating Committee for Sustainable Resource ManagementEstablished by order of PJSC Gazprom No. 215 dated May 14, 2020.. It coordinates the efforts of PJSC Gazprom’s units and entities in rational use of natural resources, energy efficiency, environmental protection, and sustainable development.
To insure a comprehensive approach to environmental and energy management, relevant efforts of PJSC Gazprom’s structural units are coordinated by the Company’s standing Environmental Management Improvement Task ForceEstablished by order of PJSC Gazprom No. 16 dated January 14, 2021. and Energy Efficiency (Energy Management) Improvement Task ForceEstablished by order of PJSC Gazprom No. 547 dated December 23, 2022.. The Company also has the Coordinating Committee for Shareholder and Investor Relations of PJSC GazpromEstablished by order of OJSC Gazprom No. 292 dated November 17, 2008.. It ensures a comprehensive approach and coordination of efforts of structural units with the Gazprom Group’s shareholders and investors, including prospective ones. The Committee’s key tasks include development and implementation of a unified and consistent shareholder and investor engagement policy. Investor relations are based on an annual plan drafted by the Committee.
The Sustainable Development Council under the Chairman of PJSC Gazprom’s Science and Technology CouncilEstablished by order of PJSC Gazprom No. 715 dated November 16, 2016. takes part in sustainability management. The Council reviews the industry’s R&D challenges, fuel and energy trends in Russia and abroad, and global energy landscape. It also helps make long-term forecasts on industry growth and PJSC Gazprom’s R&D development, and drafts proposals on the strategic development of PJSC Gazprom, including concept studies for promising projects. In addition, the Council develops recommendations on introducing advanced technologies, solutions, as well as new forms and methods of production and management.
MBA for a responsible future
Since 2014, the Higher School of Economics of St. Petersburg State University of Economics has been running the Social Responsibility Management in Energy Companies MBA program, initiated by the Gazprom Workers’ UnionSustainable Development and Corporate Social Management prior to 2025.. This program enhances managerial and personal competencies in sustainability management while building a professional community of managers. The training encompasses eight two-week modules and final certification. To date, more than 70 employees have received diplomas. In 2025, the fifth cohort enrolled 20 employees of the Gazprom Group and representatives of the Gazprom Workers’ Union.
