Board of Directors

The Board of Directors is responsible for the strategic management of the Company. The key goals of the Board of Directors are to ensure efficient governance of the Company by its managers, define and realise the Company's strategic tasks, assess risks, and create favorable conditions for its sustainable development in the long-term prospect.

To improve its governance efficiency, the Company is guided by the key principles, i.e. the objectivity and independence of the Board of Directors. The independent and non-executive directors form the Board of Directors to ensure the control over the Company's top managers and prevent the conflict of interest. As of December 31, 2014 four of nine members of the Board of Directors were recognised independent.

The activity of the Board of Directors is realised through three Committees:

  • Audit Committee;
  • Finance, Budgeting & Strategy Committee;
  • Remuneration Committee.

In 2014, the Board of Directors held 11 face-to-face and 12 absentee meetings, where a number of very important decisions on the Company's businesses were made, like:

  • approval of Metalloinvest Development Strategy;
  • approval of the Company's annual budget and annual programme of capital expenditures for 2014;
  • formation of the Management Board of Management Company METALLOINVEST LLC;
  • approval of a list of development programmes for KPI and remuneration systems for the employees of Metalloinvest enterprises, target performance indicators, operational and financial indicators, and core activity implementation schedules; a new annual remuneration system for the Management Staff was implemented.

In April 2014, Sergey Soldatenkov and Dmitriy Tarasov joined the Board of Directors. Mr. Soldatenkov has extensive experience in one of the leading telecommunication companies of Russia —MegaFon JSC. Engagement of Mr. Soldatenkov in the Remuneration Committee contributes to the improvement of Company's personnel development and motivation. Professional knowledge and managerial experience of Mr. Tarasov will contribute to further improvement of the operational efficiency.

Ivan Streshinsky

Chairman of the Board of Directors
Member of the Board of Directors since February 2013.

Graduated with honours from the Aeromechanics and Flight Engineering Faculty of Moscow Institute of Physics and Technology. CEO of USM Advisors and Garsdale Services Investment, a member of the Board of Directors of USM Holdings Limited, Telecominvest, UTH Russia, MegaFon, Mail.ru, New Media Technologies Capital Partners and Kommersant Publishing House.

Valery Kazikaev

Independent non-executive director.
Member of the Finance, Budgeting & Strategy Committee.
Member of the Board of Directors since October 2013.

Graduated from Moscow Mining Institute, candidate of economic sciences. Advisor to CEO of Rosneft Overseas S.A. since March 2013.

Dmitry Tarasov

Executive Director.
Member of the Finance, Budgeting & Strategy Committee.
Member of the Board of Directors since April 2014.

Graduated from the Faculty of Metallurgy of Non-ferrous, Rare Metals and Alloys of Moscow Institute of Steel and Alloys, candidate of technical sciences. Executive Director of Metalloinvest CJSC since 2005; CEO of Ukrainian Mining and Steelmaking Company, since 2007.

Andrey Varichev

Executive Director.
CEO of Management Company METALLOINVEST LLC.
Member of the Finance, Budgeting & Strategy Committee.
Member of the Board of Directors since April 2007.

Graduated from Moscow Institute of Aviation Technology. CEO of Holding Company Metalloinvest since June 2009; CEO of Management Company Metalloinvest since October 2013.

Vadim Levin

Independent non-executive director.
Member of the Board of Directors since October 2011.

Graduated from Leningrad Institute of Finance and Economy, candidate of economic sciences. First Vice President of Eurofinance Mosnarbank.

Irina Lupicheva

Non-executive director.
Member of the Audit Committee.
Member of the Board of Directors since February 2013.

Graduated from the Faculty of International Economic Relations, Moscow State Institute of International Relations under the Ministry of Foreign Affairs of Russia; post-graduate study in Moscow Academy of Finance. Managing director and head of Control & Risks department in USM Advisors since May 2012.

Sergey Soldatenkov

Independent non-executive director.
Chairman of the Remuneration Committee, a member of the Audit Committee.
Member of the Board of Directors since April 2014.

Graduated from Leningrad Institute of Aviation Instrumentation and completed an MBA programme in Moscow Technical University of Communications and Informatics. Chairman of the Board of Directors of MegaFon since 2012.

Galina Aglyamova

Executive Director.
Chairman of the Audit Committee, a member of the Remuneration Committee.
Member of the Board of Directors since October 2013.

Graduated from Moscow Institute of Steels and Alloys, candidate of economic sciences. Vice President of NLMK till the end of 2012.

Natalya Chumachenko

Non-executive director.
Chairman of the Finance, Budgeting & Strategy Committee,
a member of the Remuneration Committee.
Member of the Board of Directors since October 2013.

Graduated from Voronezh State Academy of Engineering and Construction, Voronezh State University. Master Trainer's Diploma of the International Training and Coaching Centre. First Deputy CEO of USM Advisors since July 2013.

Committees of the Board of Directors

The Company's Board of Directors had the Audit Committee and the Finance, Budgeting & Strategy Committee until April 2014. In April 2014, the Remuneration Committee was organised. Its main goals are:

  • ensure the conditions to attract and keep qualified personnel;
  • ensure the enhancement of remuneration system efficiency, under which the size of employees' compensations depends on their contribution to the Company's activity.

The function of the committees is to preliminary examine the most important issues related to the competence of the Board of Directors, and prepare recommendations for making the relevant decisions.

Report of the Audit Committee

Consistent implementation of the best risk management practices together with the effective internal control and internal audit system are a basis for the Company's sustainable development”.
Galina Aglyamova,
Chairman of the Audit Committee
Members of the Committee: Galina Aglyamova (Chairman of the Committee), Irina Lupicheva, Sergey Soldatenkov.

Committee's Functions:

  • actual governance of the Internal Audit Unit, including approval of the internal audit schedules for the year; consideration of remarks following the results of major audits in terms of internal control and response actions of the Company management following the results of such audits; assessment of efficiency of internal control procedures and preparation of proposals on their improvement;
  • preparation of recommendations to the Board of Directors for the prevention, discovery, and limitation of financial and operational business risks;
  • analysis of reports on the significant violations of established risk limits and on the sufficiency of measures suggested to eliminate such violations;
  • control over the Company management's actions in terms of determination and management of new risk types;
  • assessment of Company's financial reporting;
  • assessment of candidates to external auditors, and recommendations on the sum of remuneration paid to the external auditor;
  • assessment of external auditor's report;
  • analysis and joint discussion with the auditor of the significant issues arising in the course of an independent external audit.
Committee Activity in 2014

In 2014, the Audit Committee held 15 face-to-face and 3 absentee meetings, in the course of which the following key issues were considered:

  • approval of consolidated statements executed in accordance with IFRS —for 2013 and interim statements for 3, 6 and 9 months of 2014;
  • consideration of a complex risk management programme in the Company for 2015, including the risk appetite size;
  • preparation of recommendations to improve the credit risk management system in the Company;
  • consideration of an insurance programme in the Company for 2015;
  • preparation of recommendations to improve cash management processes in the Company;
  • the internal audit unit's report on the audits and violations discovered as a result thereof; proposals made by the management for elimination of violations.

Report of the Finance, Budgeting & Strategy Committee

Application of the best world practices in the management of Company's enterprises, work focused on cost reduction to create long-term competitive advantages are a basis for the consistent development and implementation of the Company's strategy to support its leadership at the global markets, and a guarantee of its stable financial position”.
Natalya Chumachenko,
Chairman of the Finance, Budgeting & Strategy Committee
Members of the Committee: Natalya Chumachenko (Chairman of the Committee), Andrey Varichev, Valery Kazikayev, Dmitry Tarasov.

Committee's Functions:

  • formation of proposals on the Company's priority businesses;
  • formation of proposals on the investment projects;
  • formation of proposals on the settlement of a number of deals, namely: contracts of purchase and sale of shares (interest) in other companies (including derivative securities);
  • formation of proposals on concluding contracts of purchase and sale and contracts of supply of steel and iron ore products and other goods, if the sum of a deal or of several related deals exceeds RUB 1.5 billion, not including the deals settled within the group;
  • formation of proposals on concluding credit agreements, loan agreements, contracts of ensuring the fulfillment of obligations under credit agreements and loan agreements, bank deposit agreements, contracts of issuance of promissory notes and other funds raising instruments, if the sum of a deal or several related deals exceeds RUB 1 billion, not including the deals settled within the group;
  • formation of proposals on the Company's dividend policy.
Committee Activity in 2014

In 2014, the Committee held 19 face-to-face and 18 absentee meetings.

In 2014, as part of its core functions, the Committee conducted methodical guidance and made recommendations on the development of:

  • Metalloinvest Development Strategy;
  • Company's annual budget and annual programme of capital expenditures for 2014 and 2015;
  • Programmes for KPI and personnel development systems of Metalloinvest enterprises, target performance indicators, operational and financial indicators of the financial and economic activity.

Moreover, in 2014 the Committee formed recommendations and proposals for the Board of Directors on entering into the contracts of purchase and sale of shares (interest), contracts of purchase and sale and contracts of supply of steel and iron ore products, credit agreements and contracts ensuring the fulfillment of obligations under them, loan agreements.

Report of the Remuneration Committee

An efficient system of personnel motivation and fair assessment of contribution made by each manager to the achievement of goals favours the creation of the conditions to reveal and realise the potential of each employee. It is an important part of Company's success in the long-term prospect”.
Sergey Soldatenkov,
Chairman of the Remuneration Committee
Members of the Committee: Sergey Soldatenkov (Chairman of the Committee), Galina Aglyamova, Natalya Chumachenko.

Committee's Functions:

  • formation of proposals on the Company's remuneration policy for the members of the Board of Directors, CEO, members of the Management Board to be approved by the Board of Directors.
  • formation of proposals on the personnel development and motivation;
  • formation of HR and social policy;
  • formation of the Company's resource planning principles.
Committee Activity in 2014

In 2014, the Remuneration Committee held 6 face-to-face meetings and 1 meeting in the form of absentee voting.

In 2014, as part of its core functions, the Committee conducted methodical guidance and made recommendations on the development of:

  • KPI system for the Company's key managers and enterprises under control, system of annual and long-term remuneration for key managers, approaches towards the formation of a remuneration system for the employees of Metalloinvest;
  • the calculating methodology for reprocessing labour efficiency indicators at the Metalloinvest enterprises;
  • social programmes system in 2015, principles of HR cost budget formation for 2015.

In 2014, the Remuneration Committee supported implementation of a project of grades system development and implementation in the Management Company and at one of the companies under control (Mikhailovsky GOK) in order to enhance personnel management efficiency in accordance with the best international experience.

More detailed information on the system of grades

More information on the renumeration commitee's activity'

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