Corporate Governance in NK YUKOS. Russian Corporate Governance Roundtable NK YUKOS works on the basis of the long-term strategy The achieved results have allowed the Company to implement long-term projects: Share of investments in projects planned for 3-7 years 80% 1993-1998 Share of investments in projects planned for 15-20 years 80% 1999-2001 Successful implementation of the Company’s strategy on long-term basis needs conditions for stable development The Company has to follow generally recognized corporate governance principles in order to observe interests of all parties In June 2000 the Board of Directors of NK YUKOS has adopted the Corporate Policy Statement prepared on the basis of the OECD principles Achievements of NK YUKOS in the field of corporate governance: • Regular publication of the financial reports prepared under US GAAP standards and audited by famous international audit firm • Prompt, complete and equal disclosure of information on significant events • Election of the independent Board of Directors • Conclusion of transactions with stakeholders on the market basis and reflection of such transactions in US GAAP reports • ADR1 has been registered • Establishment of the Service on investors relations • Introduction of modern schemes of motivation of the Company’s management (stock options) • Declared dividend policy Achievements of NK YUKOS in the field of corporate governance in 2001 NK YUKOS is one of the first companies in Russia,which has adopted the Corporate Policy Statement and today both top-managers of Moscow office and managers of regional enterprises of the Company are working in accordance with the corporate governance principles. In May in Belgorod there has been enlarged meeting of the Board of NK YUKOS devoted to corporate governance issues, in which there have participated over 300 managers from all fields of the Company’s activities. The Company’s managers have participated in trainings on corporate governance issues and now they are being trained on this topic accordingly. In the company there have been prepared regulations, which are unique for Russia, connected with submission and publication of information and execution of transactions with securities in connection with ADR issue Investors acknowledge the achievements of NK YUKOS in the field of corporate governance Corporate governance rating of the OJSC NK “YUKOS” (estimation of UBS Warburg company): Dynamics of quotation of NK YUKOS shares • May 2000 – the lowest rating among estimated oil and gas companies • May 2001 - the highest rating among estimated oil and gas companies 43- Adoption of the Statement on corporate policy 210 1999 2000 2001 The most important objective of the Company’s management is further increase of the stock value of NK YUKOS Work on improvement of the corporate governance goes on • The preparation for issue of Level II and Level III ADR • There have been initiated activities in order to get credit rating • The Services on Investors Relations will work more actively. Telephone conferences with investors, Internetconferences and presentations are planned with the purpose to facilitate more complete and correct disclosure of the relevant information. What does corporate governance mean for each of us? 1. Personal honesty and decency - Market-based transactions - Consideration of joint interests in the course of decision-making - Observance of all laws and regulations 2. Everyone will gain from this due to: - Increase of the Company’s stock price Expansion of access to cheap financial resources Improvement of relations with business partners Speeding-up of rate of the Company’s development and expansion of opportunities for professional growth - Improvement of legislation caused by fundamental changes in the corporate governance practice of the Russian companies What does corporate governance mean for each of us? • Both top management of the Company and Board members and directors of all levels and employees of the Company have to bear responsibility • It is necessary to learn “to live in this every day” • Senior managers are examples for subordinates