Rosneft’s Board of Directors

Rosneft’s Board of Directors is responsible for strategic management of the Company’s operations on behalf and for the benefit of all Rosneft shareholders, and in compliance with Russian legislation, the Charter, the Regulations on the Board of Directors, and other Rosneft’s internal documents.

The membership of the Board of Directors is determined by the General Shareholders Meeting of Rosneft. Directors are elected via a transparent procedure stipulated by the Charter and the Regulations on the Board of Directors of Rosneft.

As part of preparing the General Shareholders Meeting, shareholders are provided with all necessary information about nominees to the Board of Directors, as described in the Bank of Russia’s Code.

Rosneft’s obligation to provide shareholders with information on nominees sufficient to judge on their personal and professional skills, including independent status for nominees proposed for independent director positions, is detailed in the Regulations on the General Shareholders Meeting, and in the Corporate Governance Code of Rosneft.

The Chairman and Deputy Chairman of Rosneft’s Board of Directors are elected at the first meeting following the election of the Board of Directors by the General Shareholders Meeting, and have powers established by the Regulations on the Board of Directors.

For each agenda item considered directors determine whether they may have a potential conflict of interest and refrain from voting on, and (where necessary) discussing, any matter that may, in their opinion, result in such a conflict of interest.

Taking into account the high level of responsibility of the Board of Directors and the executive bodies, with due regard to the scope of implemented projects and materiality of transactions made, Rosneft insures the liability of the Company’s directors and management at its own expense.

Membership of Rosneft’s Board of Directors (as at 31 December 2017)

Members of Rosneft’s Board of Directors have considerable experience in strategic management and competencies sufficient to make well-informed and unbiased decisions for the benefit of the Company and its shareholders.

From the beginning of the reporting year and until Rosneft’s Annual General Shareholders Meeting held on 22 June 2017, the Board of Directors comprised: Andrey Akimov, Andrey Belousov, Matthias Warnig, Oleg Viyugin, Robert Dudley, Guillermo Quintero, Alexander Novak, Igor Sechin, and Donald Humphreys.

On 29 September 2017, the Annual General Shareholders Meeting elected a new Board of Directors: Faisal Alsuwaidi, Andrey Belousov, Matthias Warnig, Oleg Viyugin, Ivan Glasenberg, Robert Dudley, Guillermo Quintero, Igor Sechin, Donald Humphreys.

In line with amendments to Rosneft’s Charter approved by the General Shareholders’ Meeting on 29 September 2017, the number of directors was raised from 9 to 11, as required by the needs of Rosneft having drastically scaled up its business and strategic projects implemented together with foreign partners.

On 29 September 2017, the Extraordinary General Shareholders Meeting elected a new Board of Directors of Rosneft.

Directors’ Attendance at Board and Committee Meetings in 2017. The first figure shows the number of meetings attended by a member of the Board of Directors, and the second figure is the total number of meetings they were entitled to attend in 2017.
Board of Directors Audit Committee HR and Remuneration Committee Strategic Planning Committee
Director Executive Independent Attendance at meetings
Gerhard Schroeder 7 Chairman of the Board of Directors Gerhard Schroeder and members of the Board of Directors Matthias Warnig, Robert Dudley, and Donald Humphreys did not attend the meetings with agendas that could give rise to a potential conflict of interest on legal or business grounds. /10
Igor Sechin 28/28
Matthias Warnig 24 Chairman of the Board of Directors Gerhard Schroeder and members of the Board of Directors Matthias Warnig, Robert Dudley, and Donald Humphreys did not attend the meetings with agendas that could give rise to a potential conflict of interest on legal or business grounds. /28 14/14 14/14
Faisal Alsuwaidi 15/16 6/6
Andrey Belousov 27/28 5/5
Oleg Viyugin 28/28 14/14 11/11
Ivan Glasenberg 16/16 6/6
Robert Dudley 25 Chairman of the Board of Directors Gerhard Schroeder and members of the Board of Directors Matthias Warnig, Robert Dudley, and Donald Humphreys did not attend the meetings with agendas that could give rise to a potential conflict of interest on legal or business grounds. /28 10 Chairman of the Board of Directors Gerhard Schroeder and members of the Board of Directors Matthias Warnig, Robert Dudley, and Donald Humphreys did not attend the meetings with agendas that could give rise to a potential conflict of interest on legal or business grounds. /11
Guillermo Quintero 28/28 14/14
Alexander Novak 20/22 9/10
Donald Humphreys 26 Chairman of the Board of Directors Gerhard Schroeder and members of the Board of Directors Matthias Warnig, Robert Dudley, and Donald Humphreys did not attend the meetings with agendas that could give rise to a potential conflict of interest on legal or business grounds. /28 14/14 14/14
Andrey Akimov (resigned from the Board of Directors in 2017) 12/12 5/5