Corporate governance

Members of the Board of Directors

(as at 31 December 2020)

The directors elected by the Annual General Shareholders Meeting in 2020 perfectly fit the Company's international profile and scale of operations while also bringing the strategic governance expertise and professional competencies needed to make informed, unbiased economic, financial, risk management and other decisions that will help deliver on Rosneft's goals.

The Board is made up of eleven directors from different countries and backgrounds, including experience in public service and with major oil and gas and financial companies. We want to make sure that the Board’s resolutions are unbiased. This is why four out of eleven directors are independent, as recommended by the Corporate Governance Code of the Bank of Russia.

Directors who left the Board in 2020

Andrey Belousov

Member of the Strategy and Sustainable Development CommitteeStrategic Planning Committee until April 2020.

Born in 1959.
Graduated from Lomonosov Moscow State University in 1981, Doctor of Economics.
2006 – present: Chief Researcher (part-time) at the Institute of Economic Forecasting of the Russian Academy of Sciences.
2008–2012: Director of the Department of Economics and Finance of the Russian Government.
2012–2013: Minister of Economic Development of the Russian Federation.
2013–2020: Aide to the President of Russia.
2020 – present: First Deputy Prime Minister.
Elected to the Board in June 2015. Chairman of the Board of Directors from June 2015 to September 2017.

Holds no shares of Rosneft.


Guillermo Quintero

Member of the HR and Remuneration Committee

Born in 1957.
Graduated from the University of Southern California in 1979.
2010–2015: Regional President Brazil, Uruguay, Venezuela and Columbia, BP Energy do Brasil Ltda and BP Brasil Ltda, and President and Director of BP Brasil Ltda.
2011–2015: President of BP Exploration do Brasil Ltda.
2011–2016: Director at BP Petroleo y Gas S. A.
2014–2016: President of BP Exploracion de Venezuela S. A.
2016 – present: Director of GQO C onsu ltants LTD.
Elected to the Board in June 2015.

Holds no shares of Rosneft.


Directors' Attendance at Board and Committee Meetings in 2020
Board of Directors Audit Committee HR and Remuneration Committee Strategy and Sustainable Development Committee
Member of the Board of Directors Status (executive/non-executive/independent) Attendance
Gerhard Schroeder Independent 31/32
Igor Sechin Executive 32/32
Matthias Warnig Independent 31/32 17/17 14/14
Hamad Rashid Al-Mohannadi Non-executive 32/32 15/15
Faisal Alsuwaidi Non-executive 32/32 7/7 15/15
Oleg Viyugin Independent 32/32 17/17 15/15
Robert Dudley Non-executive 29/32 15/15
Bernard Looney Non-executive 16/16
Alexander Novak Non-executive 31/32 15/15
Maxim Oreshkin Non-executive 16/16
Hans-Joerg Rudloff Independent 32/32 17/17 14/14
Directors who left the Board in 2020
Andrey Belousov Non-executive 15/16 5/5
Guillermo Quintero Non-executive 15/16 7/7

Note: the first figure stands for the number of meetings attended by the director, the second figure 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, Bernard Looney, 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

The Company ensures prompt onboarding of new directors in line with the established induction procedure. In 2020, Maxim Oreshkin and Bernard Looney nominated by JSC ROSNEFTEGAZ and BP Russian Investments Limited were elected to the Board of Directors for the first time.

Rosneft’s management promptly introduced the elected directors to the Company’s day-to-day operations, strategy, corporate and organisational structure, and corporate governance practices. They have been briefed on the Succession Plan for Directors and Management Board membersThe Document was approved by resolution of Rosneft's Board of Directors on 29 May 2020. and received an explanation of the confidentiality and insider information requirements, and the procedure for their participation in the meetings of the Board of Directors and its committees.

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