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REGULATIONS AND STRUCTURE

Our corporate governance procedures have been prepared in accordance with general requirements of the Russian Joint Stock Companies Law, listing rules of the Russian stock exchanges, other regulatory acts governing operations of public joint stock companies in the Russian Federation, our charter and internal regulations. We have adopted standards for relations with our shareholders, the composition and proceedings of our Board of Directors, the role of our executive officers, disclosure of information and the auditing of our financial performance that comply with the Recommended Corporate Governance Code approved by the Board of Directors of the Central Bank of the Russian Federation on March 21, 2014. For the purposes of implementation of the provisions of the Recommended Corporate Governance Code, we have adopted the following documents relating to the corporate governance matters:

  • - Regulations on the General Meeting of shareholders;
  • - Regulations on the Board of Directors;
  • - Regulations on the Corporate Secretary;
  • - Regulations on the Management Board;
  • - Regulations on the Internal Audit Commission;
  • - Regulations on the Audit Committee of the Board of Directors;
  • - Regulations on the Strategy Committee of the Board of Directors;
  • - Regulations on the Nomination and Remuneration Committee of the Board of Directors;
  • - Regulations on the Information Policy;
  • - Regulations on Insider Information of PAO TMK;
  • - Corporate governance code of PAO “TMK”;
  • - Dividend Policy Regulations.

 

We have approved an Ethics Code that establishes standards of professional activity and ethics for all our employees, including members of the Board of Directors, Management Board and Internal Audit Commission.

BOARD OF DIRECTORS

Members of our Board of Directors are elected at our annual general shareholders’ meeting by cumulative voting. Each director is elected for a term that expires at the next annual general shareholders, meeting and may be reelected for an unlimited number of periods. Our Board of Directors currently consists of eleven members, including five independent directors. According to our charter the Board of Directors has the authority to make the principal management decisions for TMK, except in respect of those matters reserved for the shareholders.

The standing committees of our Board of Directors are:

 

Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.

 Audit CommitteeNomination and Remuneration CommitteeStrategy Committee
Mikhail Yu. Alekseev  
Peter L. O'Brien    
Sergey  T. Papin    
Robert M. Foresman    
Alexander D. Pumpyanskiy    
Anatoly B. Chubais    
Alexander N. Shokhin    
Sergey V. Kravchenko    
Alexander G. Shiryaev

 Chairman Member