Corporate governance

Corporate Governance

Key Corporate Governance Principles and Improvements in 2020

Our corporate governance framework and guidelines for its development take into account the major role that Rosneft plays in its domestic and export markets. The Company is committed to creating a favourable environment for effective cooperation with its shareholders, employees and business partners.

 Corporate Governance
Adhering to high corporate governance standards is a strategic priority that powers the long-term sustainable growth of Rosneft’s shareholder value.

Guiding Principles for the Company’s Governing Bodies

Commitment to shareholders

Rosneft has adopted the world’s best corporate governance practices and complies with the Bank of Russia’s Corporate Governance Code to ensure the following:

  • equal rights and opportunities for, and equitable treatment of all shareholders;
  • professionalism and independence of the Board of Directors who act in the best interests of all shareholders;
  • efficiency of the the Risk Management and Internal Control System (RM&ICS);
  • timely disclosure of complete, valid and up-to-date information on the Company’s activities that is most relevant to shareholders and investors for them to rely on in making informed decisions.

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

We continue enhancing Shareholder's Personal Account, a powerful tool for shareholders to stay in contact with the Company.

In 2020, our shareholders were paid RUB 191.5 bln
Innovation and global leadership

Continuous improvement and global leadership are the priorities that encourage us to develop and invest in cutting-edge technologies.

In 2020, Rosneft demonstrated new developments in environmental safety and seismic surveying.

Partnership with non-governmental organisations and cooperation with state institutions

The Company is a party to the UN Global Compact.

In 2020, we released an updated public statement regarding the Company's contribution towards achieving the UN Sustainable Development Goals.

Rosneft is the largest taxpayer in Russia.

Favourable environment for sustainable growth

The Company cares for its employees, their families, and members of local communities across its footprint.

We at Rosneft keep a clear focus on employee health, having adopted an integrated framework to respond to epidemic threats. Amid the pandemic, we adopted a practice of testing our employees for COVID-19 and provided all of them with personal protective equipment.

The Company takes care of the environment by introducing carbon management initiatives and implementing best waste management practices. Commitment to environmental safety is an integral part of our corporate culture.

The Company supports scientific research, culture, and sports.

Rosneft respects and honours human rights and freedoms in accordance with the Universal Declaration of Human Rights, Social Charter of the Russian Business, relevant generally accepted standards, and the laws of the Russian Federation and other countries where the Company operates.

Protection of shareholders and key stakeholders

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

Rosneft maintains compliance with the Bank of Russia’s Corporate Governance Code at a high level of 95.2%. 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).

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 two key functions:

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

Executive Bodies

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