Independent directors

Independent directors play an important role in the efficient work of the Board of Directors as they provide an independent view on the issues discussed, based on their knowledge, experience and qualification. They play an especially important role when matters of protecting the interests of minority shareholders and investors are being considered. Such directors provide independent judgments and constructive criticism at meetings of the Board of Directors, which contributes to the development of corporate governance in the Company.

During 2020, the following independent directors were on the Company’s Board of Directors: I.I. Klebanov, A.L. Korsik, G.I. Shmal. The senior independent director was not identified.

The independence of the Members of the Company’s Board of Directors was verified in accordance with the Listing Rules of the Moscow Exchange and the provisions of the Corporate Governance Code. Based on the results of such an assessment by the decision of the Board of Directors of Transneft dated 19 October 2020 (Minutes No. 18), member of the Board of Directors G.I. Shmal was recognised as an independent member, despite the existence of formal criteria for connectedness.

The Audit Committee and the Human Resources and Remuneration Committee fully consist of independent directors. The Strategy, Investments and Innovations Committee consists of two independent directors.