Information transparency is one of the most important principles of Rosneft corporate governance.
In 2015, the Board of Directors approved a new revision of the Rosneft Code of Business Ethics developed in accordance with best international practices. The Code of Business Ethics, in particular, defines the rules for disclosure of information to external parties.
Rosneft Code of Business and Corporate Ethics Principle 3.3. The Company’s information policy provides for the publication of all necessary information on its activities in the public domain. In particular, such information is publicly available on the Rosneft website at www.rosneft.ru.
By timely publication of accurate information about its activities in an intelligible format for the shareholders, the Company guarantees the observance of rights of shareholders and investors.
The information disclosure policies of the Company are based on principles of regularity, efficiency, availability, reliability, and thoroughness. The company ensures the timely and full disclosure of information on all aspects of its operations to the stakeholders (except in cases where the information is a trade secret).
The main channel of information disclosure is the Сompany’s official website, which contains information on material facts, events, management structure, financial and operating activities. The Сompany’s official website is updated on a regular basis in accordance with the applicable Rosneft regulations.
Pursuant to the Regulators’ requirements on disclosure of information as it relates to posting information on the Internet, the Company also uses the webpage provided by one of the distributors of information in the securities market (Interfax).
Also, the Company provides information in the form of booklets and leaflets, as well as holds regular meetings, telephone and press conferences with stakeholders. As requested by shareholders, the Company provides copies of key internal documents, documents related to the General Shareholders Meeting, lists of affiliated entities and other documents in accordance with the requirements of the Federal Law ‘On Joint-Stock Companies’.
Disclosing information the Company follows the requirements of the Russian legislation, the Bank of Russia and the Russian market operator – MICEX (shares trading) and LSE (GDR trading), Rosneft Information Policy and other requirements and legal acts.
Mandatory disclosure of Rosneft information
| Information disclosure in the securities market in accordance with Russian legislation | ||
|---|---|---|
| Type of information | Disclosure channel | Regulation |
|
Articles of Association and internal documents regulating the activity of the Company’s management bodies. List of affiliates. Security issue documents, including securities prospectus Annual Report. RAS accounting statements (annual and interim). IFRS consolidated financial statements (annual and interim). Quarterly report of the issue-grade securities issuer. Messages, including material facts, insider information disclosure. Press releases on the resolutions of management bodies.1 |
RSS news feed and Company’s webpage at Interfax website. Company’s official webpage (Corporate website) ttp://www.rosneft.ru/Investors/information/ |
Federal Law on Joint Stock Companies No. 208-FZ of December 16, 1995. Federal Law on Securities Market. Regulations of the Bank of Russia No. 454-P of December 30, 2014 on Information Disclosure by the Issuer of Issue-Grade Securities. Federal Law on Combating Insider Information Misuse and Market Manipulation No. 224-FZ of July 27, 2010. |
| List of major transactions and related-party transactions made in the reporting year2 |
The Company’s page on website of the authorized information agency Interfax http://e-disclosure.ru/portal/ company.aspx?id=6505. The Company’s official website (Corporate site) http:// www. rosneft.ru/Investors/information/ |
Regulation of the Bank of Russia No. 454-P, On Information Disclosure by Equity Securities Issuers, as of December 30, 2014 (as amended by the Directive of the Bank of Russia No. 3899-U as of December 16, 2015). |
|
Information for analysts, shareholders, and investors in Russian and in English on the Company’s performance, financial statements, implementation of major investment projects, and strategic priorities. Information in English for the investment community. Disclosure of information on different aspects of the Company’s activity to investment fund analysts and shareholders. |
Rossijskaya Gazeta Corporate website www.rosneft.ru/investors/www.rosneft.com/investors/ Bloomberg Events for investors (conference calls, management meeting the investment community, participation in investment conferences). |
|
| Sustainability Management Report. | Company's official webpage (Corporate website) www.rosneft.ru | Recommendations in the Corporate Governance Code of the Bank of Russia. |
| Press releases, news. | Company’s official webpage (Corporate website) www.rosneft.ru | |
| Information disclosure as required by law / regulator / trade organizer in the UK | ||
| Financial sections of the Annual Report, including IFRS financial statements for the year Press releases with key quarterly operations and financial figures from the IFRS statements Press releases describing events that may impact the price of the Company’s shares/global depositary receipts (GDR). | London Stock Exchange website www.londonstockexchange.com | London Stock Exchange’s Admission and Disclosure Standards. Requirements of the UK Listing Authority (UKLA). Requirements of the Financial Conduct Authority (FCA). |
| Procurement information disclosure shall be performed according to the legal requirements of the Russian Federation | ||
| Procurement plans, notifications and documents, data sheets at each procurement stage, information on concluded agreements. | Unified information system, www.zakupki.gov.ru, procurement section of on the Company’s website: www.zakupki.rosneft.ru. | The Federal Law of the Russian Federation No. 223-FZ, On Procurement of Goods, Works and Services by Several Categories of Legal Entities, as of July 18, 2011. |
INCREASING INFORMATION TRANSPARENCY
Information transparency is one of the most important principles of Rosneft corporate governance. The company is consistently one of the leaders in the number of messages disclosed.
In its efforts to increase transparency and openness, the company gives priority to improving the efficiency of interaction with shareholders and investors. On an ongoing basis, telephones and e-mail addresses are operated in Rosneft for inquiries from shareholders and investors. Hot line for shareholders is functioning.
Transparency of financial statements is an important element of corporate governance. On March 04, 2016, the Company published the full audited consolidated financial statements in accordance with the IFRS for 2015.
As part of interaction with institutional investors, shareholders and other stakeholders, Rosneft in 2015 held presentations of its financial results in accordance with the IFRS on a regular basis. In addition, the Company is constantly working on improving the transparency of its operations through periodic meetings with the management of the largest investment banks, analysts, representatives of international investment funds and recognized rating agencies. The Company management in their presentations at key events, especially the annual General Meetings of Shareholders, address the topic of close relations with investors and shareholders and protection of their interests on a regular basis.
In accordance with the Rosneft Sustainability Policy, since 2007, Rosneft has held annual meetings with representatives of its stakeholders in the form of round tables in the regions where it operates (15 round table meetings were held in 2015). Subjects of the meetings include the issues of social and economic collaboration, ecology and environmental management, occupational health and safety, social sphere and charity.
Rosneft focuses on ensuring the quality and relevance of information for stakeholders during the preparation of Sustainability Report. As of year-end of 2015, the Company has planned to release a report in accordance with the revision G4 of the GRI Sustainability Reporting Guidelines. The report will undergo an independent audit by Ernst & Young.