Contents:

Membership and Functions of the Board of Directors

The neutrality and independence of the Board of Directors are the key principles that the Company relies on to improve the efficiency of its governance framework. The Board of Directors includes independent and non-executive directors in order to guide the Company’s senior management and prevent any conflicts of interest.

As at 31 December 2017, four of the nine members of the Board of Directors were recognised as independent.

The Board of Directors’ Report

In 2017, the Board of Directors held 49 in-person and in-absentia meetings, during which it discussed a total of 142 matters and adopted a number of important resolutions related to the Company’s operations, including:

  • approval of the Company’s annual budget and capex programme for 2017
  • approval of the terms of large-scale investment projects
  • approval of the operational improvement programme for 2017 and review of the Production System implementation plan
  • approval of the Debt Portfolio Management Strategy for 2017–2021
  • approval of a fundraising transaction: a syndicated loan in the amount of up to USD 1.5 billion

All elected members of the Board of Directors participated in 70% of the meetings held in person and in absentia, and eight out of the nine directors participated in 30% of meetings.

A new Board of Directors was approved in September 2017: Gleb Kostikov was elected to the Board of Directors for the first time and became Chairperson of the Remuneration Committee, while Ivan Tavrin, who had held that position previously, resigned from the Board of Directors.

Membership of the Board of Directors as of December 31, 2017

Ivan Streshinsky

Chairman of the Board of Directors

Member of the Board of Directors since February 2013.

Member of the Remuneration Committee.

Graduated with honours from the Department of Aeromechanics and Flight Engineering of the Moscow Institute of Physics and Technology.

CEO of USM Management, member of the Boards of Directors of USM Holdings Limited, USM Monaco Limited, Mail.Ru Group Limited, JSC Kommersant and PJSC CITY.

Galina Aglyamova

Independent Non-Executive Director*

Chairperson of the Audit Committee, member of the Finance, Budgeting and Strategy Committee.

Member of the Board of Directors since October 2013.

Graduated from the Moscow Institute of Steel and Alloys; holds a PhD in Economics.

Vice President of NLMK until the end of 2012.

* In line with the Regulations on the Board of Directors.

Andrey Varichev

Executive Director

CEO of Management Company Metalloinvest since October 2013.

Member of the Finance, Budgeting and Strategy Committee.

Member of the Board of Directors since April 2007.

Graduated from the Moscow Institute of Aviation Technology with a degree in Aviation and Mechanics.

Valery Kazikaev

Independent Non-Executive Director*

Member of the Finance, Budgeting and Strategy Committee.

Member of the Board of Directors since October 2013.

Graduated from Moscow Mining Institute; holds a PhD in Economics.

Chairman of the Board of Directors of LLC BMC, CEO of JSC Holding Company BMC.

* In line with the Regulations on the Board of Directors.

Gleb Kostikov

Non-Executive Director

Chairperson of the Remuneration Committee.

Member of the Board of Directors since September 2017.

Graduated from the Moscow State Institute of International Relations of the Ministry of Foreign Affairs of Russian Federation with a degree in International Law.

Executive Director of USM Management since September 2017.

Irina Lupicheva

Non-Executive Director*

Member of the Audit Committee.

Member of the Board of Directors since February 2013.

Graduated from the Moscow State Institute of International Relations of the Ministry of Foreign Affairs of the USSR with a degree in International Economic Relations; holds a postgraduate degree from Moscow Finance Academy.

Managing Director and Head of Risk and Control at USM Management since May 2012.

* In line with the Regulations on the Board of Directors.

Nikolay Krylov

Independent Non-Executive Director*

Member of the Board of Directors since April 2015**.

Doctor of Law, J.D. degree from Yale Law School.

Sector Head at the Institute of State and Law of the Russian Academy of Sciences since 2012.

* In line with the Regulations on the Board of Directors.
** Resigned from the Board of Directors at the beginning of 2018.

Pavel Mitrofanov

Non-Executive Director

Chairperson of the Finance, Budgeting and Strategy Committee, member of the Audit Committee.

Member of the Board of Directors since June 2016.

Graduated from Lomonosov Moscow State University with a degree in Economics; obtained a master’s degree in Accounting, Analysis and Audit, and an MBA from Imperial College Business School; completed Harvard Business School’s (HBS) General Management Programme.

First Deputy CEO of USM Management since June 2016. Head of Project Management at USM Management.

Dmitry Tarasov

Independent director*

Member of the Finance, Budgeting and Strategy Committee, member of the Remuneration Committee.

Member of the Board of Directors since April 2014.

Graduated from the Moscow Institute of Steel and Alloys with a degree in Metallurgy of Non-Ferrous and Rare Metals and Alloys; holds a PhD in Technical Science.

* In line with the Regulations on the Board of Directors.

For more details
about the members of the Board of Directors,
visit the Company’s website:

Committees of the Board of Directors

The Board of Directors has set up three committees for the preliminary review of the most important matters pertaining to the Company’s operations:

  • Audit Committee
  • Finance, Budgeting and Strategy Committee
  • Remuneration Committee

The committees are responsible for previewing the most important matters within the remit of the Board of Directors and providing recommendations on relevant decisions.

Audit Committee
Finance, Budgeting and Strategy Committee
Remuneration Committee