Rosneft executive bodies consist of the Management Board, collegial executive body, and the President, the sole executive body, managing the Company day-to-day operations and accountable to the General Shareholders Meeting and the Board of Directors of the Company.
ROSNEFT MANAGEMENT BOARD
Pursuant to paragraph 12.3 of the Rosneft Charter, Management Board members are appointed for a period of three years. The procedure for Management Board formation, the rights, duties and responsibilities of Management Board members are set by the Rosneft Regulation on the Collegial Executive Body (the Management Board).
In 2015 Rosneft Management Board membership was changed as follows:
- On April 23, 2015 A.V. Votinov and I.V. Pavlov were removed from the Management Board due to employment termination, Yu.A. Narushchevich, Vice-President for Internal Services, and A.N. Shishkin, Vice-President for Energy and Localization, became Management Board members as of April 24, 2015 (minutes 29 of April 24, 2015);
- On June 11, 2015 I.V. Maidannik was removed from the Management Board due to employment contract termination (minutes 36 of June 15, 2015);
- On October 01, 2015 R.R. Sharipov and N.M. Mukhitov were removed from the Management Board due to resignation (Minutes No. 6 of October 05, 2015), V.N. Yurchenko, Acting Vice-President, Head of Security, became Management Board member from October 01, 2015.
Due to rearrangement of several business segments of Rosneft the number of the Company Management Board members was reduced from 13 to 11 persons, as resolved by the Board of Directors on October 01, 2015. Rosneft Management Board includes the Heads of key business lines, operation service and support function segments of the Company.
ACTIVITIES OF THE MANAGEMENT BOARD IN 2015
In 2015 the Management Board reviewed 150 items within its remit and held 44 meetings, 5 of them in presentia. In particular in 2015 the Management Board acted as follows:
- reviewed the below issues within the Company priority business lines:
- draft integration strategy for Refining and Petrochemicals and Commerce and Logistics segments;
- CNG distribution network development concept;
- RRDB Bank development strategy till 2019;
- intermediate-range program of work for the offshore projects in the Russian Federation in 2015-2019;
- reviewed the results of implementing 2013 – 2014 Program for synergetic effect achievement from TNK-BP assets acquisition;
- approved amendment to the corporate organization chart;
- approved material transactions between the Company and the Group companies, including non-core and cost-ineffective assets disposal transactions;
- made several decisions on business projects performance, including joint ventures establishment;
- decided on dissolution and restructuring of several Group companies to provide the Company corporate structure rearrangement, assets management centralization, production resources optimization and current costs reduction;
- reviewed the Company gas business line development strategy;
- preliminary reviewed the updated Rosneft Long-Term Development Program thereafter submitted to the Company Board of Directors;
- approved the Company internal regulations, providing continuity of the key business operations of the Company, some of them were implemented in 2015 following directives by the President and the Government of the Russian Federation:
- Policy on hydrocarbon reserves assessment and record;
- Standard for the Rosneft corporate technical, engineering and geology appraisal arrangement and performance procedure;
- Policy on IT and business processes automation;
- Corporate Standard for Key Business Planning and Budgeting Principles;
- Standard for coordination of the Company licensed activities in using subsurface resources and subsurface areas exploration licenses management;
- Standard for technical requirements to the non-associated petroleum gas amount and properties assessment systems;
- Corporate Standard for Corporate Risk Management System;
- Approval of the corporate Standard for innovative projects management;
- Standard for the Company standard design engineering system for oil and gas fields on-site facilities;
- Standard for the general pricing principles and motor fuel distribution procedure in the domestic market of the Russian Federation;
- Corporate Standard for Rosneft Corporate Scientific and Engineering Complex Quality Management System. Quality Guidelines;
- Corporate Regulation on Petroleum Products Quality Management System;
- Rosneft Regulation on Purchasing Authorities;
- Rosneft Regulation on Rosneft Business Ethics Council;
- Corporate Regulation on the Procedure for development (updating) and performance of Rosneft Innovative Development Program;
- Corporate Regulation on the procedure for and operation of one contact system for innovative products implementation;
- Corporate Standard for emergencies and accidents criteria. Procedure for prompt reporting of emergencies or accidents (threat of emergencies/accidents);
- Corporate Standard for innovative operations efficiency management;
- Corporate Standard for financial obligations limits management system;
- Corporate Standard for FX transactions in Rosneft and the Group companies, etc.
- reviewed the results of activities of the heads of independent structural divisions of Rosneft and the general directors of the Group companies in 2014, approved their KPIs for 2015;
- approved the list of candidates to boards of directors (supervisory boards) for 2015 and approved candidates to the positions in executive bodies of the Group Key Companies;
- approved standard charters and regulations on management and supervision bodies of the Group Key Companies.
ROSNEFT PRESIDENT AND CHAIRMAN OF THE MANAGEMENT BOARD
Powers of the sole executive body of Rosneft are performed by the President acting under the Company Charter and the Regulation on Rosneft sole executive body approved by the General Shareholders Meeting. The President shall also perform functions of the Chairman of the Management Board by virtue of the position.
The Chairman of the Management Board reports to the Board of Directors and the General Shareholders Meeting of the Company, manages the Company day-to day operations following resolutions of the above management bodies and acts on behalf of the Company without power of attorney.
Competence of the Chairman of the Management Board covers issues related to business operations, including decisions on the transactions made by the Company and the Group companies and business projects implementation within the price limit set in the Rosneft Charter.
Pursuant to para 11.3 of the Rosneft Charter, the Chairman of the Management Board is appointed by the Board of Directors for the period of five years.
By virtue of the Rosneft Board of Directors resolution (Minutes No. 22 of 23 May, 2012) Igor Sechin was appointed the Company President from May 24, 2012. By virtue of the Rosneft Board of Directors resolution of April 30, 2015 Igor Sechin was appointed the Company sole executive body for the next five-year period (Minutes No. 32 of April 30, 2015).
LIABILITY INSURANCE OF MEMBERS OF THE ROSNEFT BOARD OF DIRECTORS AND EXECUTIVE BODIES
Taking into account the scope of Rosneft projects, significance and materiality of the performed transactions as well as wide application of foreign law for project transactions structuring, Rosneft securities trading at foreign trading platforms, highest responsibility of members of the Board of Directors and executive bodies, including potential risk of adverse effect for the Company even in the case of rational and diligent performance of their duties, the Company for about 8 y ears is providing liability insurance to the Management Board members and the top managers at its own cost and expense.
ROSNEFT CORPORATE SECRETARY
The Corporate Secretary is the officer of Rosneft assuring compliance of the Company with the applicable laws, the Rosneft Charter and internal documents which safeguard Company shareholders’ rights and interests, efficient communication with Rosneft shareholders, support of the Board of Directors productivity, development of Rosneft corporate management in line with the interests of its shareholders and other parties concerned.
Functions, rights, duties and responsibilities of the Corporate Secretary as well as requirements to a candidate to the Corporate Secretary are determined by the Rosneft Regulation on the Corporate Secretary1.
Functions of the Corporate Secretary include:
- involvement in improvement of the Company corporate governance system and practices;
- provision of communication with Rosneft shareholders and assistance in corporate conflict prevention;
- involvement in arrangement and performance of general shareholders meetings;
- support of activities of the Board of Directors and its committees;
- involvement in implementation of information disclosure policy at the stock market as well as provision of corporate documents safekeeping;
- support within its powers of the Company interaction with regulatory bodies, trade organizer, registrar and securities traders;
- support of implementation of procedures set by legislation and the Company internal regulation concerning shareholders' rights and lawful interests observation, and oversight of their performance.
Regulation on the Corporate Secretary is posted on the Company official website: http://www.rosneft.ru/Investors/corpgov/
The Rosneft Corporate Secretary performs functions of the secretary of the Company Board of Directors and the secretary of the General Shareholders Meeting.
By virtue of the Rosneft Board of Directors resolution as of April 28, 20142 the functions of the Rosneft Corporate Secretary are performed by the Director of the Rosneft Corporate Governance Department.
Svetlana Gritskevich
Born in 1974.
Graduated from the Modern Knowledge Institute, Belorus State University (Minsk) in 1996. Graduated from the Russian Presidential Academy of Public Service in 2011. Has an МВА degree from MIRBIS (Moscow International Business School, 2011). Has considerable experience in corporate governance (since 1996) and management experience which enable her to efficiently and with high quality perform the functions of the Company Corporate Secretary.
Member of the Board of Directors of PJSC Orenburgneft, OJSC NGK Slavneft, PJSC Varyeganneftegaz, PJSC NC Rosneft-Kubannefteprodukt, OJSC Udmurtneft, PJSC Saratov Oil Refinery, PJSC NC Rosneft-Smolensknefteprodukt, LLC NGK Intera, OJSC FESRC, LLC RN-West, LLC RN-RDC, PJSC Far Eastern Bank, member of the Supervisory Board of JSC Bank RRDB. Svetlana Gritskevich holds 393 shares in Rosneft (0.000004 % of the share capital).