Board of directors

The Board of Directors of NLMK is the central element in the corporate governance system of the Company. The main purpose of the Board of Directors is to carry out strategic management duties in a conscientious and competent fashion in order to increase the value of shares and shareholder wealth, as well as to protect shareholder rights. The Board of Directors treats all shareholders fairly in its decisions and it is not be guided by the interests of any single group of shareholders.

The Board of Directors functions:

  • exercises overall control of Company operations, defines its long-term development strategy and uses this to make decisions;
  • assesses the performance of the Company and its Bodies;
  • determines the structure and composition of the Management Board;
  • approves large transactions and related party transactions (within the scope of its authorities);
  • assesses political, financial and other risks impacting Company operations;
  • develops remuneration incentive methods and systems for company employees.

Corporate procedures

According to NLMK’s corporate procedures, NLMK's Board of Directors meets on a regular basis, at least six times a year. Meetings of the Board of Directors are convened by the Chairman of the Board of Directors in accordance with the approved plan for holding meetings.

Extraordinary meetings of the Board of Directors of NLMK can be called by the Chairman of the Board of Directors at the request of a member of the Board of Directors, the Internal Audit Commission, the Auditor, an executive body of the Company, or shareholders who own not less than 5% of the shares.

Members of the Board of Directors may be individuals elected at the General Shareholder Meeting and nominated by the shareholders; or by the Board of Directors. The composition of the Board of Directors is determined by corporate documents. The Board of Directors may include executive directors, the number of whom shall not exceed one quarter of the total number of members of the Board of Directors of the Group.

Independent directors are elected to the Board of Directors of NLMK in accordance with international best practice in corporate governance to ensure balanced decision-making and to increase the efficiency of the Board. The Group intends to have at least three independent directors on the Board.

Members of the Board of Directors are elected by cumulative voting at the General Shareholder Meeting 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) relating to agenda items from meetings of the Board of Directors are submitted to the members of the Board of Directors. Decisions by the Board of Directors are adopted by a simple majority of members present at the meeting of the Board of Directors, except as stipulated by the Group Charter and the Russian law. Each member of the Board of Directors is entitled to one vote.

Chairman of the Board of directors

The Chairman of the Board of Directors organizes the work of the Board of Directors, convenes its meetings, presides over them and arranges for minutes to be recorded. He also presides over the General Shareholder Meeting or delegates this responsibility to one of the members of the Board of Directors. The Chairman of the Board of Directors presides over discussions of such issues as strategic development plans, Group priority areas of activity, and approval of transactions for the acquisition of assets that are strategically significant for NLMK.

The Chairman of the Board of Directors is elected by the members of the Board of Directors by a majority vote. Vladimir Lisin has been Chairman of the Board of Directors since 1998, and a member of the Board of Directors since 1996.

Detailed information about the Board of directors is available here