Performance of the Management Board in 2017
The Management Board is guided by, and is bound to comply with, resolutions of the General Shareholders Meeting and the Board of Directors. The Management Board reports to the Board of Directors and the General Shareholders Meeting.
In 2017, the Management Board held 53 meetings and reviewed over 160 agenda items within the scope of its authority described in Article 12 of Rosneft’s Charter. In particular, the Management Board did the following:
- approved the Company’s Gas Business Development Strategy
- resolved to set up the Health, Safety and Environment Committee of Rosneft and approved its Regulations
- approved the updated Single Action Plan for Liquidation/Reorganization/Disposal of the Company’s Non-Core and Non-Performing Assets
- passed a number of resolutions on:
- the implementation by the Company of business projects for field development and construction, reserves development, conducting geological surveys, exploration and production of hydrocarbons at license areas, completion / review of the terms of transactions for oil and oil products supply to foreign and domestic markets, and transactions for gas supply to the domestic market, with prices capped by the Charter of Rosneft
- liquidation and reorganization of Group Subsidiaries to optimize the Company’s corporate structure, operating and financial capabilities
- acquisition/disposal of (direct or indirect) interest in commercial or non-profit organizations by Rosneft
- approved the Company’s internal documents, including new versions of internal documents on:
- offshore asset and project management
- coordination of the Company’s licensing activities related to subsoil use, and management of subsoil licenses
- procedure for managing the reclamation of disturbed and contaminated land
- waste management
- emergency response and prevention
- personnel training
- developing the Company’s talent pool system
- charitable activities of Rosneft and Group Subsidiaries, etc.
- approved normalized KPIs for heads of Rosneft’s independent business units and sole executive bodies of Key Group Subsidiaries, to assess their achievement of targets as part of the 2016 annual bonus program, reviewed their performance in 2016 and approved the annual remuneration; approved KPIs for 2017
- approved lists of nominees to boards of directors of Key Group Subsidiaries, and approved candidates for executive roles at Key Group Subsidiaries.
The format of a Management Board meeting is determined by the Chairman of Rosneft’s Management Board.
The planning of the Management Board’s work is carried out on a quarterly basis. The Management Board’s action plans focus on matters that fall within the competence of the Management Board as detailed in Rosneft’s Charter and are proposed by members of the Management Board and top managers of the Company, including:
- implementation of the Company’s business projects and investment programs, completion / review of the terms of transactions, including transactions with non-core assets and real estate
- acquisition/disposal of interest in commercial or non-profit organizations by Rosneft
- liquidation and reorganization of Group Subsidiaries
- termination of powers and appointment of governing bodies of Key Group Subsidiaries.
Chief Executive Officer, Chairman of the Management Board of Rosneft
Rosneft’s sole executive body is the Chief Executive Officer accountable to the Board of Directors and the General Shareholders Meeting of Rosneft.
The Chief Executive Officer acts pursuant to the Charter and the Regulations on the Sole Executive Body of Rosneft and manages the Company’s day-to-day operations as per resolutions of the Board of Directors and the General Shareholders Meeting. The Chief Executive Officer acts on behalf of the Company without a power of attorney and represents the Company’s interests.
In 2017, the Chief Executive Officer passed resolutions on matters within his competence detailed in Article 11 of Rosneft’s Charter, such as:
- ensuring development of the Company’s business plans, annual accounting (financial) statements, as well as reports on the distribution of the Company’s profit and payout (declaration) of dividends, to be submitted for approval by the Board of Directors
- making proposals to the Board of Directors on nominees to the Management Board of Rosneft
- implementing internal controls
- making transactions and implementing the Company’s business projects with prices capped by the Charter of Rosneft
- approving lists on candidates to governing bodies of Group Subsidiaries which are not Key Group Subsidiaries
- determining the Company’s stance on Group Subsidiaries’:
- profit distribution
- business plan approvals
- approval of a list of candidates to the Audit Commission
- determining the Company’s stance on Non-Key Group Subsidiaries’:
- appointment of members of collective executive bodies and sole executive bodies
- approval of KPIs and annual bonuses for sole executive bodies.
As from 24 May 2012, Igor Sechin has been acting as the sole executive body of Rosneft. By virtue of the resolution of Rosneft’s Board of Directors, on 30 April 2015 Igor Sechin was re-appointed the sole executive body of Rosneft for another five-year term (Minutes No. 32 dated 30 April 2015).
Regulations of the Chief Executive Officer are posted on the Company’s official website .