Corporate Governance

Rosneft’s Board of Directors

The Board of Directors is responsible for strategic management of the Company’s operations for the benefit of all shareholders, and can exercise significant authority in the key areas of the Company’s business in line with best practices.

The Board is made up of eleven directors from different countries. Foreign directors representing the Board perfectly fit the Company's international profile and bring a global perspective and broader set of skills and competences. The Board of Directors is diverse in terms of professional experience and qualifications and includes directors with background in public service as well as oil and gas, financial and other sectors.

Four out of eleven directors are independent, as recommended by the Corporate Governance Code of the Bank of Russia. The impartiality and balance of the Board are also ensured by directors nominated by significant minority shareholders – BP and Qatar Investment Authority.

Composition and structure of the Board of Directors
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
Andrey Belousov х х х х х х х
Oleg Viyugin х х х х х
Robert Dudley х х х х х х х
Guillermo Quintero х х х х х х х
Alexander Novak х х х х х
Hans-Joerg Rudloff х х х х
Ivan GlasenbergResigned from the Board of Directors on 4 June 2019. х х х

Members of Rosneft’s Board of Directors

as at 31 December 2019

Changes to the composition of the Board of Directors in 2019.

In 2019, Ivan Glasenberg, CEO of Glencore International AG and Glencore plc, retired from the Board of Directors.


Directors' Attendance at Board and Committee Meetings in 2019
Board of Directors Audit Committee HR and Remuneration Committee Strategic Planning Committee
Director Status (executive/non-executive/independent) Attendance
Gerhard Schroeder Independent 24/24
Igor Sechin Executive 24/24
Matthias Warnig Independent 24/24 18/18 12/13
Faisal Alsuwaidi Non-executive 24/24 10/10
Andrey Belousov Non-executive 24/24 10/10
Oleg Viyugin Independent 24/24 18/18 10/10
Hamad Rashid Al-Mohannadi Non-executive 12/12 6/6
Robert Dudley Non-executive 24/24 10/10
Guillermo Quintero Non-executive 24/24 13/13
Alexander Novak Non-executive 23/24 10/10
Hans-Joerg Rudloff Independent 24/24 18/18 13/13
Ivan GlasenbergResigned from the Board of Directors on 4 June 2019. Non-executive 12/12 4/4
Note: the first number stands for the number of meetings attended by the director, the second number stands for the total number of meetings they were entitled to attend.
For reference: Gerhard Schroeder, Chairman of the Board, and Igor Sechin, Matthias Warnig, Robert Dudley, Guillermo Quintero, and Hans-Joerg Rudloff, directors, did not vote on a number of agenda items that could involve a potential legal and/or commercial conflict of interests.

Induction

To achieve effective use of the skills and expertise of newly elected directors, the Company ensures their prompt onboarding in line with the established induction procedure.

In 2019, Hamad Rashid Al-Mohannadi, a representative of Qatar Investment Authority, joined the Board of Directors for the first time. The Company's management explained the confidentiality and insider information requirements, and the procedure for Mr Al-Mohannadi's participation in the meetings of the Board of Directors and its committees. It also promptly introduced the newly elected director to the Company’s day-to-day operations, its strategy, corporate and organisational structure, and corporate governance practices.

The induction procedure for Board members is described in Rosneft Regulations on the Induction of Rosneft Board Members.