Corporate Governance

Remuneration of Members of the Board of Directors

In 2015, the Board of Directors approved Rosneft’s Regulations on Remunerations and Compensations Payable to Members of the Board of Directors drawing on the recommendations of the Bank of Russia’s Corporate Governance Code which lists all types and terms of payments to directors, thus ensuring a transparent remuneration process.

Since 2015, the Company has been paying the following amounts to members of its Board of Directors as fixed remuneration and additional compensation:

  • fixed remuneration payable to each Board member and amounting to USD 500,000;
  • additional compensation payable for:
    • chairing the Board of Directors and amounting to USD 100,000;
    • membership in the Board committees and amounting to USD 30,000;
    • chairing the Board committees and amounting to USD 50,000.

The remuneration is payable to directors pro rata to the time served and performance of additional duties.

Rosneft’s Regulations on Remunerations and Compensations Payable to Members of the Board of Directors sets out amounts payable to directors as fixed remuneration and additional compensation.

On 4 June 2019, the Annual General Shareholders Meeting acting on the recommendation of the Board of Directors, pre-approved by the HR and Remuneration Committee, resolved to pay the following amounts to members of its Board of Directors pro rata to the time served:

  • Gerhard Schroeder – USD 600,000 (including compensation for chairing the Board of Directors);
  • Faisal Alsuwaidi – USD 530,000 (including compensation for membership in the Strategic Planning Committee);
  • Matthias Warnig – USD 580,000 (including compensation for chairing the HR and Remuneration Committee and membership in the Audit Committee);
  • Oleg Viyugin – USD 560,000 (including compensation for membership in the Strategic Planning Committee and the Audit Committee);
  • Ivan Glasenberg – USD 530,000 (including compensation for membership in the Strategic Planning Committee);
  • Hans-Joerg Rudloff – USD 580,000 (including compensation for chairing the Audit Committee and membership in the HR and Remuneration Committee).

No remuneration for 2018–2019 corporate year was paid to Andrey Belousov, Robert Dudley, Guillermo Quintero, Alexander Novak, Igor Sechin.

The total remuneration paid to members of the Board of Directors for 2018–2019 corporate year amounted to USD 3,380,000.

Total remuneration payable to members of the Board of Directors over time

The total remuneration paid to members of the Board of Directors for 2017–2018 corporate year rose after the membership of the Board of Directors increased from nine to eleven directors. Though, the average pay per director remained flat at USD 565,000.