Corporate Governance

Improvement of corporate governance in Sungara Energies Limited and the Group is a key factor for strengthening their sustainability and enhancing the effectiveness of their activities. The Company acknowledges that the growth of investment attractiveness, especially for foreign investors, is only possible in case of the maximum protection of shareholders’ rights.

The Group’s corporate governance policy aims to comply with the laws of the Russian Federation, and the relevant international standards, including the corporate governance principles of the Organization for the Economic Cooperation and Development.

For the purpose of corporate governance development and improvement, on November 2, 2015, the Company’s Corporate Governance Code was approved by the shareholders of Sungara Energies Limited. In accordance with the provisions of this Code, Sungara Energies Limited takes upon itself an extra responsibility and undertakes to ensure that its activities in corporate governance, including functioning of management and supervisory bodies, correspond to the higher requirements than those imposed by applicable law of the Russian Federation.

Sungara Energies Limited adopted the following basic principles of corporate governance:

• Enabling the shareholders to execute all their rights to the full extent;
• Ensuring equal terms and conditions for all shareholders owning shares of the same class (category), including minority and foreign shareholders, as well as their equal treatment by the Company and enabling them to get efficient protection in case of violation of their rights;
• Equal and fair opportunities to participate in the profits of the Company by means of receiving dividends;
• Efficient control by the Board of Directors over operations of the Company’s executive bodies, accountability of the Company’s Board members to the shareholders;
• Effective management of the Company’s daily operations by the sole executive body, solely in the interests of the Company and its shareholders, accountability of the sole executive body to the Company’s Board and shareholders;
• Timely disclosure of full and reliable information about the Company, including financial condition, economic indicators, ownership and management structures, so as to enable the shareholders and investors to make timely and informed decisions in accordance with the applicable law;
• Taking account of the stakeholders’ rights provided by law, including those of Company’s employees, and promotion of active cooperation of the Company and other participants of corporate relations, in order to increase the Company’s capitalization, price of shares and other securities of the Company, as well as to create jobs;
• Effective control over financial and business activities of the Company in order to protect rights and legitimate interests of the shareholders;
• Compliance with all the provisions of applicable laws of the Russian Federation;
• Implementing ethical standards and rules into the Company’s operations;
• Active interaction (cooperation) between the Company and its investors, creditors and other stakeholders in order to increase the Company’s assets, price of shares and other securities of the Company.

Dividend Policy

Shareholders of the Company have an equal and fair opportunity to participate in its profits through dividends. Complying with the best corporate practices and in order to implement a transparent and clear mechanism for determining the amount of dividends, the Company has developed its Dividend Policy. Dividend Policy of Sungara Energies Limited sets out all the terms governing the determination of the portion of the Company’s net profit to form dividend payments (including the procedure for determining the share of consolidated net profit to be allocated for the payment of dividends subject to statutory restriction on declaration and payment of dividends), the conditions under which they are declared, and the procedure for calculating the amount of dividends for each shareholder.