HR and Remuneration Committee

Members of the HR and Remuneration Committee:

• Andrey Kostin - Chairman
• Yury Petrov
• Hans-Joerg Rudloff

The HR and Remuneration Committee works to encourage highly qualified specialists to take employment at Rosneft and to ensure that conditions are in place for them to work successfully in the Company.

The main functions of the HR and Remuneration Committee are: HR policy formation; regulation of matters concerning compensation and incentives to Rosneft employees; definition of principles and criteria for determining the scale of remuneration and compensation to members of the Board of Directors, Management Board, and executives of Rosneft; and development of long-term remuneration programs for Company employees (bonuses and option schemes). The Committee also reviews reports on sustainable development by the Company, prepared in compliance with international standards.

Members of the HR and Remuneration Committee are not entitled to participate in evaluation of their own performance and decisions about their remuneration.

To ensure ongoing coordination between the Board of Directors and Company structural divisions, which implement Company HR policy, the Committee and Rosneft’s HR department carry out preliminary assessment of candidates to the posts of Vice-President, Chief Accountant, Financial Director, and R&D Director of Rosneft as well as giving preliminary approval to forms and amounts of bonuses, remuneration, compensations and other payments to such persons.

Activity of the HR and Remuneration Committee in 2010.

The Committee’s functions and mechanisms of interaction with other corporate bodies are governed by the Regulation on the HR and Remuneration Committee of Rosneft’s Board of Directors.