Board of Directors
The Company believes that consistent application of international corporate governance best practices ensures sustainable development and increases its value.
Objectivity and independence of the Board of Directors are the basic principles that the Company follows to improve the efficiency of the business.
In 2013 and in the first half of 2014, the structure and the composition of the Board of Directors changed singificantly. The number of members of the Board of Directors has been reduced from 12 to 9 people. Independent and nonexecutive directors have become members of the Board of Directors. They will monitor the activities of the Company’s senior management and prevent conflicts of interest between the management and shareholders. The pre- sence of non-executive directors on the Board is of crucial importance for such matters as determining the amount of remuneration to be paid to the senior management, acquisition or sale of assets, and conducting internal audits.
As a result of the recent changes, Metalloinvest’s system of corporate governance is in line with international best practices: the Board is separate from the management and constitutes an autonomous, independent body, which plays a central role in the corporate governance system. The Board of Directors of Metalloinvest has been active, both in the development of a longterm strategy and in making decisions on significant operational issues and assessment of the senior management’s performance.
The Board of Directors consists of nine members: the Chairman, three independent directors, three non-executive directors and two executive directors. The members of the Board of Directors participate in three Committees: the Audit Committee, the Finance, Budgeting and Strategy Committee and the Compensation and Benefits Committee (established in April 2014). In appointing members to the Committees, the Board of Directors sought to reach a balance of competencies, qualifications and experience.
The objectivity and independence of the Board of Directors are two key principles that the Company’s management adheres to in order to improve managerial efficiency.
In 2013 and the beginning of 2014, the Board of Directors made a number of key decisions:
- Approved the annual budget (including a plan of financial and business operations).
- Approved an annual capex programme.
- Formed the Committees.
- Formed the Management Board.
- Approved the list of initiatives aimed at the development of an employee incentives system, identification of key performance indicators, setting of operational and financial targets, and preparation of schedules for major events.