Board of Directors
The Board of Directors, which consists of six individuals who are elected for a term of three years, is responsible for the overall management of the Company, and is elected by the General Meeting of Shareholders. The Chairman of the Board of Directors is appointed by the General Meeting from among the current members of the Board. Decisions relating to reserved matters are taken unanimously by all those present at the meeting, while matters which are not reserved are decided by a majority vote. The following issues that significantly affect the Transoil’s activities fall under the exclusive competence of the Board of Directors:
- changes to issued capital;
- significant changes to the nature and extent of the Company’s activity;
Issues related to the Company’s transactions, the acquisition of securities and participating shares, recommendations to the General Meeting, and others, do not fall under the exclusive competence of the Board of Directors.
The Board of Directors holds meetings on a regular basis in accordance with the approved action plan. 12 meetings were held in 2013, both in presentia and in absentia. By tradition, meetings in presentia are held for discussing performance results for the reporting half-year and year, as well as for the adoption of the budget.
Key decisions adopted by the Board of Directors in 2013:
- approval of the Company’s performance results;
- approval of the Company’s budget for 2014;
- approval of the Strategic Vision of Development of the Transoil Group till 2020;
- recommendations to the General Meeting of Shareholders on the distribution of profit earned by the Company;
- establishment of the HR and Remuneration Committee;
- approval of certain transactions included to the Board of Directors’ competence under the Articles of Association.
The current Board of Directors was elected by a decision of the General Meeting of Shareholders on 18 December 2014.