Board of directors

NLMK’s Board of Directors is a key element of the Company’s corporate governance system. The Company’s Board of Directors serves the interests of NLMK’s shareholders and is responsible to carry out strategic management of the Company in order to increase its value. The main objective of NLMK’s Board of Directors is to govern the Company competently and in good faith to ensure the growth of the Company’s value, well-being of its shareholders and protection of their rights. In passing its judgements, the Board of Directors treats all shareholders fairly and it is not guided by the interests of any individual group of shareholders.

Functions of the Board of Directors:

  • Exercising overall operating control over the Company’s activities; establishing the Company’s long-term development strategy and making decisions in line with the adopted strategy;
  • Evaluating the performance of the Company and its bodies;
  • Determining the structure and composition of the Management Board;
  • Authorizing or ratifying major and/or related party transactions (within the scope of its authority);
  • Assessing political, financial and other risks impacting the Company’s activities;
  • Developing methods and systems of remunerative incentives for the Company’s employees.

Corporate procedures

According to NLMK’s corporate procedures, NLMK's Board of Directors has regular meetings at least six times a year. Chairman of the Board of Directors convenes meetings of the Board of Directors in accordance with the approved schedule. Extraordinary meetings of the Board of Directors of NLMK can be called by the Chairman of the Board of Directors on his own initiative or upon request of a member of the Board of Directors, the Internal Audit Commission, the Auditor, President (Chairman of the Management Board), or shareholders who own in aggregate at least 2% of the Company’s shares.

To become a member of the Board of Directors one should be nominated by shareholders or by the Board of Directors and elected at the General Meeting of Shareholders. The composition of the Board of Directors is set out in the corporate documents.

One of the essential prerequisites for balanced decision-making and efficient operation of the Board of Directors is its independent directors. Having independent directors on Board is a global corporate governance practice. The Company seeks to have at least three independent members on the Board of Directors.

Members of the Board of Directors are elected by cumulative voting by the General Meeting of Shareholders for a period lasting until the next Annual Meeting. Candidates with the highest number of votes are elected to the Board of Directors.

Information (materials) on the items on the agenda of the Board of Directors’ meetings is submitted to Board members. Resolutions of the Board of Directors are passed by a simple majority vote of members present at the meeting of the Board of Directors, except for cases stipulated by the Group’s Charter and the Russian law. Each Board member has one vote on each matter presented to the Board of Directors.

Chairman of the Board of directors

The Chairman of the Board of Directors arranges for the work of the Board of Directors, convenes and chairs its meetings, and arranges minutes keeping. He also chairs the General Meeting of Shareholders or delegates this responsibility to one of the Board members. The Chairman of the Board of Directors leads the discussions on such matters as strategic development plans, priority areas of the Group’s activity, and approval of transactions for the acquisition of assets that are strategically significant for NLMK’s development. Members of the Board of Directors elect the Chairman of the Board of Directors by a majority vote.

Vladimir Lisin has been the Chairman of the Board of Directors since 1998. He was last re-elected on 2 June 2017.

More information on NLMK's Board of Directors
More information on Independent Directors.