Corporate governance

General Shareholders Meeting

Annual General Shareholders Meeting, a supreme governing body, on results of 2019 took place in 2020.

The procedure for convening, preparing for, holding and following up on the General Shareholders Meeting is set forth by Rosneft’s Regulations on the General Shareholders Meeting.

Annual General Shareholders Meeting

Pursuant to Article 2 of Federal Law No. 50-FZ dated 18 March 2020, the Board of Directors had resolved to use absentee voting as the format for the Company's Annual General Shareholders Meeting, which was held on 2 June 2020 (vote by means of ballots).

This resolution was made due to the COVID-19 pandemic and associated restrictions on public events.

Rosneft's shareholders, their safety and well-being are the top priorities of our governing bodies.

The existing tools for remote communication and the Company’s own corporate services, namely Shareholder’s Personal Account, enabled our shareholders to participate in corporate proceedings in full and without restrictions and provided unconditional ability to exercise shareholder rights without physical presence.

For information on Shareholder's Personal Account, see the section Official Channels of Communication with Shareholders.

The holders of 90.8% of the Company shares took part in the meeting.

They approved the Annual Report, annual accounting (financial) statements and net income distribution for 2019 (including for dividend payment), elected the Board of Directors and the Audit Commission, determined the remuneration of the Board and Audit Commission members for the period, and approved the Company’s Auditor.

During the exercise, shareholders had an opportunity to ask their questions on the agenda via their personal accounts, the shareholder hotline, or by mail.

As at 31 December 2020, all resolutions of the Company's Annual General Shareholders Meeting 2019 were implemented in full.

Board of Directors

Elected by the General Shareholders Meeting, the Board of Directors provides strategic management of the Company’s activities on behalf and for the benefit of all shareholders.

It is run by the Chairman and Deputy Chairmen and has a number of dedicated committees to carry out in-depth reviews of matters that are reserved to them.

Information on the members and activities of the Board of Directors and its committees is published on the Company’s official website.

Age
Composition
Key competencies of directors
Director Competencies
Strategy Oil and gas Corporate governance and M&A Law Finance and audit Risk management Politics/GR HSE HR
Gerhard Schroeder х х х х
Igor Sechin х х х х х х х
Matthias Warnig х х х х х х
Faisal Alsuwaidi х х х х
Hamad Rashid Al-Mohannadi х х х х х
Oleg Viyugin х х х х х
Robert Dudley х х х х х х х
Bernard Looney х х х х х х
Alexander Novak х х х х х
Maxim Oreshkin х х х х
Hans-Joerg Rudloff х х х х
Directors who left the Board of Directors on 2 June 2020
Andrey Belousov х х х х х х х
Guillermo Quintero х х х х х х х