Committees of Rosneft’s Board of Directors
Three permanent committees of Rosneft’s Board of Directors (the Audit Committee, the HR and Remuneration Committee, and the Strategic Planning Committee) were established in June 2006 in accordance with the Company’s internal documents. The Committees comprise non-executive members of Rosneft’s Board of Directors and are headed by independent directors. The Board’s Committees are responsible for preliminary consideration of the most important matters within the Board’s authority and preparation of respective recommendations to the Board of Directors.
Audit Committee
Members of the Audit Committee:
- Hans-Joerg Rudloff — Chairman
- Andrey Kostin
- Alexander Nekipelov
The Committee’s key responsibility is to provide recommendations to the Board of Directors with respect to ensuring efficient control over the Company’s financial and operating activities.
The Audit Committee evaluates Rosneft’s nominee auditors, audit reports, and the efficiency of internal control procedures. It also drafts proposals on improvement of internal control procedures.
The Committee assists the Board of Directors in controlling the accuracy and integrity of the Company’s tax, statutory, and management accounting, and provides recommendations concerning profit and loss distribution based on Rosneft’s annual financial results.
The Audit Committee also reviews the Company’s risk management procedures, analyzes the progress of implementation and degree of observance of such procedures, and evaluates their efficiency.
The Committee’s functions and mechanisms of interaction with other corporate bodies are governed by the Regulation on the Audit Committee of Rosneft’s Board of Directors (Regulations_on_audit_committee.pdf, 25Kb).
HR and Remuneration Committee
Members of the HR and Remuneration Committee:
- Andrey Kostin — Chairman
- Sergey Naryshkin
- Hans-Joerg Rudloff
The HR and Remuneration Committee works to recruit highly skilled personnel and implement comprehensive measures to motivate effort.
The Committee’s main functions are: HR policy formation, regulation of compensation and performance incentive matters, development of principles and criteria for establishing the amount of remuneration and compensation to the members of Rosneft’s Board of Directors and the Management Board, and development of long-term remuneration programs for the Company’s employees (bonuses and share option incentive schemes).
Members of the HR and Remuneration Committee may not participate in the evaluation of their own performance and decision-making regarding their remuneration.
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 (Regulation_on_the_Committee_of_BOD.pdf, 19Kb).
Strategic Planning Committee
Members of the Strategic Planning Committee:
- Alexander Nekipelov — Chairman
- Gleb Nikitin
- Andrey Reus
The Strategic Planning Committee is responsible for determining the Company’s strategic objectives and priority areas of activity. The Committee’s main functions are overall business planning and budgeting.
The Strategic Planning Committee develops policies aimed at increasing Rosneft’s capitalization, establishes the Company’s investment, marketing, dividend, and credit policies, and evaluates the efficiency of Rosneft’s interaction with investors.
The Committee’s functions and mechanisms of interaction with other corporate bodies are governed by the Regulation on the Strategic Planning Committee of Rosneft’s Board of Directors (Regulations_on_Strategic_Planning_Committee.pdf, 16Kb).
Regulation on Rosneft’s Board of Directors (Regulations_on_the_Board_of_Directors.pdf, 80Kb)
Rosneft’s Code of Corporate Governance (Corporate_Governance_Code.pdf, 123Kb)
Regulation on the Procedure of Establishment and Operation of the Committees of Rosneft’s Board of Directors (Regulations_on_Procedure_fo_establishmen_and_operation.pdf, 30Kb).
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