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GAZPROM

July 23, 2004

Board of Directors reviews corporate governance enhancement issue

The Board of Directors’ meeting is under way at Gazprom’s Headquarters.

The Board of Directors heard a report on the work being done to enhance Gazprom’s corporate governance and commissioned the Management Committee to keep on working in this direction.

Reference:

In 2002, Gazprom ratified a range of corporate documents: Articles of Association and Provisions on the General Shareholders’ Meeting, Board of Directors, Management Committee, Management Committee Chairman and Auditing Commission.

The main document fixing basic principles of efficient corporate governance system development is Gazprom’s Corporate Governance (Behaviour) Code (hereinafter, the Code). This Document was elaborated based on the Corporate Bahaviour Code recommended by the RF Federal Commission for the Securities Market and approved by Gazprom’s General Shareholders’ Meeting dated 28 June 2002.

The Code pursues the objective of ensuring efficient protection of corporate rights and interests, fair treatment of shareholders, transparent decision-making, professional and ethical responsibility of the Board of Directors’ members, other officers and employees of the Company and shareholders. The code also lays special emphasis on expanding information transparency and developing the business ethics standards system.

One of Gazprom’s core businesses in improving its corporate governance is making sure that shareholders’ rights are exerted in full. The corporate governance principles stipulate fair treatment of both large and minority shareholders.

To ensure risk management and control as well as corporate business transparency, all large asset transactions executed by the Company or its subsidiaries should be coordinated with the Board of Directors.

Big emphasis is also laid on building an integrated system of corporate governance at the subsidiaries’ level.

The Asset Evaluation Committee was established within the Board of Directors. In addition, Gazprom set up the Auditing and Subsidiaries’ Business Control Department with the view of observing the internal control procedures.

At the same time, Gazprom ratified the Budgetary Regulations aimed at enhancing the efficiency of and formalizing the intra-corporate budget planning, systematizing the financial planning paperwork circulation and ensuring the decision-making transparency.

Starting 1996, Gazprom has been filing its consolidated financial accounts under the International Financial Reporting Standards (IFRS). Since 2000, Gazprom has been preparing interim, condensed consolidated financial accounts for 6 and 9 months. Starting 2003, the consolidated financial accounts have been filed in accordance with the IFRS on a quarterly basis.

According to estimates of shareholders, investors, analysts and rating agencies, the Gazprom’s corporate governanace quality is gradually improving. So, based on the data disclosure quality survey conducted by Standard&Poor’s, the Company shifted from the 30th place in 2002 to the 17th in 2003. Based on the results of the 1st half of 2004, the Russian Institute of Directors in conjuncture with Expert RA awarded Gazprom as a company with positive corporate governance achievementas with the B++ rating.

Gazprom will keep on enhancing its corporate governance.

DIVISION OF RELATIONS WITH MASS MEDIA

 

 

 

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