Corporate Governance

Key Corporate Governance Principles and Improvements in 2019

The Company’s leading market position, both domestically and globally, and its commitment to long-term sustainable value creation make it of the utmost importance to build a corporate governance framework which will ensure efficient communication and cooperation between the Board members, top managers, employees, business partners, and local communities across the Company's footprint.

The Company’s corporate governance aim

is the long-term sustainable growth of its shareholder value.

Основные принципы корпоративного управления и совершенствование системы корпоративного управления

Guiding Principles for the Company’s Governing Bodies

Commitment to shareholders

The Company has implemented the best corporate governance practices and complies with the Bank of Russia’s Corporate Governance Code, ensuring:

  • equal and fair opportunities for its shareholders to exercise their legal rights;
  • strategic management by an efficient and competent Board of Directors, accountable to shareholders, with a sufficient number of independent directors sitting on it;
  • efficient risk management and oversight over material corporate actions, including those in controlled entities;
  • full disclosure of the Company’s activities most relevant to shareholders and investors.

A substantial share of the Company’s net income is distributed as dividends,

RUB 283 bln
was paid to the shareholders in 2019

To support efficient communication with shareholders, the Company has launched Shareholder's Personal Account.

Innovation and global leadership

As part of its continuous improvement framework, the Company increases its technological capabilities, invests in new technology, and strives to become a global leader.

In 2019, Rosneft demonstrated new developments in IT, refining, exploration, and production.

Partnership with non-governmental organisations and cooperation with state institutions

The Company is a party to the UN Global Compact.

In 2019, it joined the global initiative on methane emission reduction.

The Company is among Russia’s largest taxpayers.

Favourable environment for sustainable growth

The Company cares about its people – employees, their families, members of local communities across its footprint.

The Company takes care of the environment by introducing carbon management initiatives and implementing best waste management practices.

The Company supports scientific research, culture, and sports.

In its relationships with contractors and employees, the Company observes high ethical standards and respects human rights and freedoms, in accordance with generally accepted principles and international law.

Protection of shareholders and key stakeholders

The Company implements the best internal control and risk management practices, develops technologies for industrial safety and information security, and ensures product safety, protecting its customers and contractors.

Key Achievements in 2019

А third-party assessment of the Board of Directors’ performance was conducted and its results were announced.

The Company fully executed the roadmap for incorporating key provisions of the Bank of Russia’s Code in Rosneft’s operations.

The Company’s compliance with provisions of the Bank of Russia’s Code improved since 2014 to reach 
95.2% 10.1%
The minimum threshold as recommended by the Federal Agency for State Property Management (Rosimushchestvo) is 
65 %
(for evaluation of compliance with the Bank of Russia’s Code see Appendix 3 to this Annual Report).

The Company approved new Internal Control Rules for the Prevention, Detection and Suppression of Illegal Use of Insider Information in Rosneft and/or Market Manipulation and held training sessions for employees.

The Company also launched the Corporate Governance analytical information system, a cutting-edge Russian software that is already helping shareholders exercise their key rights.

Key achievements

Governance and Control Structure

The Company operates a two-tier management model where management functions are split between the Board of Directors and executive bodies.

Board of Directors

The Board of Directors performs the two key functions:

  • oversight of the executive bodies;
  • strategic management of a joint stock company, which includes approving strategic documents and material transactions.

Executive Bodies

  • The law requires companies to have a sole executive body (Chief Executive Officer) who, in dealing with third parties, is authorised to act on behalf of Rosneft without a power of attorney.
  • The Company has established a collective executive body (Management Board) which is chaired by the sole executive body. Pursuant to the laws of the Russian Federation, the Management Board and its members are not authorised to enter into transactions and execute legal acts on behalf of the Company without a power of attorney.