“Rosneft” suggested to change the order of access to documents of public companies

“Rosneft” suggested to change the order of access to documents of public companies


Moscow. 3 Feb. Oil company “Rosneft” offers to provide full access to documents of a public company, which is, by any shareholder only for the owners of a 25% shareholding, the remaining shareholders the company proposes to give access only to disclose documents to shareholders with a package of more than 1% – and even information about large transactions.

“Rosneft” has prepared comments on the draft law on information rights of shareholders of public companies, developed by the Ministry of justice, said a source familiar with the position of the Issuer. The company proposes to leave in the list of the documents provided to shareholders, holders of insignificant shareholdings of public companies only documents required to be disclosed by public companies.

The bill proposes to provide shareholders with a stake of over 1% access additional information, in particular, to contracts on major transactions and interested party transactions to documents provided by the JSC law and the internal regulations of the company and other documents stipulated in the “regulatory legal acts of the Russian Federation” (this is a broad list covering essentially all documents AO), with the exception of accounting documents. This means that to access the same documents, which now have access even shareholders with 1 share, will now shareholders with a package of more than 1%.

According to the source Agency, Rosneft proposes to maintain the shareholders with a package of at least 1% access to information about major transactions and related party transactions, for documents relating to real estate with a carrying value of more than 25% of the value of the assets as well as documents provided for by the JSC law and the regulations of the company. The point of granting access to other documents provided “normative legal acts of the Russian Federation”, the company proposes to eliminate.

In this case, “Rosneft” commends the norm of specifying the requirements of a shareholder to provide documents the business purpose for which the requested document. The company proposes to extend the obligation to inform society about the purpose of the request of any shareholder, regardless of the size of owned shares.

In addition, Rosneft proposes to Supplement the list of grounds for refusal of access to documents case, if the requested document contains commercially sensitive information, or there is reason to believe that the person addressed with the requirement to provide it, may use information to the detriment of society. This will protect the company if a requirement to provide information will return a shareholder that is a competitor of the company.

Against decrease in a threshold of share ownership from 25% to 10% to obtain access to the accounting documents is not only “Rosneft” but also other major companies. Last Friday, the Ministry of economic development held a working meeting on issues of improving corporate governance in Russia. It was discussed among others the issue of lowering the threshold of share ownership to access accounting documents. To participate in the meeting were invited the representatives of “Rosneft”, “inter RAO” , “Surgutneftegaz” , “LUKOIL” and “Aeroflot”. The sources said that the present companies were against this norm.

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