Board of Directors and Board Committees

According to the Charter, the Board of Directors has authority to make fundamental managerial decisions, except for questions related to the shareholder’s competencies.

The Board of Directors approves the Company’s development strategy, monitors execution and evaluation of its effectiveness.

Members of the Board of Directors are elected by the General Meeting of Shareholders with cumulative voting and can be reelected for an unlimited number of terms.

All members of the Board of Directors can be terminated before the end of their term per decision of the General Meeting of Shareholders.

The Board of Directors is headed by the Chairman, who calls Board of Directors Meetings and develops an agenda using the suggestions from the Members of the Board of Directors, Revision Commission and the auditor, shareholders who own at least 2% of voting shares, Management and CEO. Per the request of the persons mentioned above a Board of Directors meeting can be called.

In order to ensure the implementation of the Board of Directors’ mandated functions, its membership is formed on the basis of criteria such as independence, wide powers and professionalism. Five out of ten members of the Board of Directors are independent directors.

In 2011, the composition of the Board of Directors had the following changes: instead of J. Marous, who became the Head of TMK’s European Division in 2010, M. Alekseev was elected to the Board of Directors as an independent director.

The Board of Directors consists of the following persons:

Dmitry A. Pumpyanskiy
Chairman of the Board
of Directors.

Graduated from the Kirov Urals Polytechnic Institute in 1986. PhD, Doctor of Science. Has been with TMK since 2002.

Experience: President of Sverdlovsk Regional Manufacturers and Entrepreneurs Association, President, Chairman of the Board of Directors of ZAO Sinara Group, member of the Board of Directors in industrial and financial companies, member of the Management Board of the Russian Union of Industrialists and Entrepreneurs (RSPP), CEO of OAO TMK, CEO of ZAO Sinara Group, executive of metallurgical and pipe companies.

Mikhail Yu. Alekseev
Member of the Board
of Directors since 2011.

Graduated from Moscow Financial Institute in 1986. PhD, Doctor of Science.

Experience: Chairman of the Board of ZAO UniCredit Bank, President-Chairman of the Board of Russian Industrial Bank, Senior Vice President, Vice Chairman of the Board of ROSBANK. Deputy Head of the Board of ONEKSIM Bank, member of the Board of Intersectoral Commercial Bank, Deputy Head of General Directorate of Ministry of Finance of USSR.

Andrey Yu. Kaplunov
Has been with TMK
since 2001.

Graduated from the Moscow Finance Institute in 1982, PhD.

Experience: Senior Vice President of OAO TMK, Chairman of the Board of Directors of TMK’s Russian plants and of TMK Trade House, member of the Board of Directors of a number of financial institutions, Vice President of Organizational Development at ОАО TMK, Director of the HR and Organizational Development Department at OAO JSB Inkombank and JSB Rosbank, Vice President of ZAO CB Guta Bank, Deputy Head of the Currency and Finance Department of the foreign trade association Zarubezhneft, associate professor in the Economic Theory Faculty at the Moscow Finance Institute.

Sergey T. Papin
Has been with TMK
since 2002.

Graduated from the Donetsk Polytechnic Institute in 1977.

Experience: Vice President, Member of the Board of Directors of ZAO Sinara Group, member of the Board of Directors of several companies, Vice President of External and Social Projects of ОАО TMK, Vice President of OAO JSB Inkombank and ZAO CB Guta Bank.

Thomas Reeve Pickering
Member of the Board of
Directors since 2009.

Graduated from the University of Melbourne in Australia in 1956. Holds the distinction of Career Ambassador, the highest in the U.S. Foreign Service.

Experience: Vice Chairman of International Consultants Hills and Co., Senior Vice President for International Relations and member of the Executive Board at Boeing, Special Assistant to U.S. Secretary of State, U.S. Ambassador to Russia, India, Israel, El Salvador, Nigeria, Jordan; Ambassador to the United Nations.

Geoffrey Townsend
Member of the Board of
Directors since 2005.

Graduated from St. Catherine’s College (Oxford) in 1970, member of the Institute of Chartered Accountants in England and Wales.

Experience: CEO of OOO Arnika, member of the Board of Directors of OAO Raspadskaya, Head of the Consulting Department and Corporate Finances Department at KPMG, independent consultant at KPMG.

Igor B. Khmelevskiy
Has been with TMK
since 2003.

Graduated from the Ural State Law Academy in 1995.

Experience: Vice President and member of the Board of Directors of ZAO Sinara Group, member of the board of directors at several financial institutions and TMK companies, Vice President of Legal Work at OAO TMK, Head of the Legal Department at ZAO Sinara Group.

Alexander G. Shiryaev
Has been with TMK
since 2003.

Graduated from the Sverdlovsk Institute of National Economy in 1991 (now the Ural State University of Economics).

Experience: Chairman of the Board, CEO of OAO TMK, member of the Board of Directors of TMK Russian plants and of TMK Trade House; Vice President of Development, President and then member of the Board of Directors at ZAO Sinara Group, Vice President of Finance and Economics at OAO TMK, CEO of ОАО Uralshina.

Alexander N. Shokhin
Member of the Board of
Directors since 2008.




Graduated from the Lomonosov Moscow State University in 1974, PhD, Doctor of Science, professor.

Experience: President of RSPP, President of the State University Higher School of Economics, member of the Board of Directors of ОАО Lukoil, OAO Russian Railways, ОАО Brewery Baltica, ОАО Fortum, ОАО TNK-BP Limited, member of the Civic Chamber of the Russian Federation, Chairman of the Supervisory Board of Renaissance Capital Investment Group, member of the State Duma (three convocations), Minister of Labor and Employment and Minister of Economic Affairs, Head of the Russian Agency for International Cooperation and Development; twice appointed as Deputy Prime Minister of Russia, represented Russia at the IMF and World Bank.

Mukhadin A. Eskindarov
Member of the Board of
Directors since 2005.

Graduated from the Moscow Finance Institute in 1976, PhD, Doctor of Science, professor.

Experience: President of the Finance University under the Government of the Russian Federation, member of the Board of Directors of a number of credit organizations, Senior Vice President of the Finance University under the Government of the Russian Federation.

As of December 31, 2011, the Board of Directors of ОАО TMK comprised 10 people.

Name Year of birth Membership of the Board of Directors committees as of December 31, 2011 Position (independence criterion) Year of election to the Board of Directors Participation in Board of Directors meetings in 2011 (32 meetings) Share in the capital of OAO TMK as of December 31, 2011,%1
1 Уставный капитал ОАО «ТМК» состоит только из обыкновенных акций.
2 Информация о бенефициарных владельцах ОАО «ТМК» представлена в настоящем разделе Годового отчета на стр. 42.
3AC — Audit Committee;
NRC — Nomination and Remuneration Committee;
SDC — Strategic Development Committee
Pumpyanskiy, D.A. (Chairman) 1964 Non-executive director 2004 32 0.0072
Kaplunov, A.Yu. 1960 Executive director 2005 32 0.0116
Alekseev, M.Yu. 1964 Member of SDC3 Independent director 2011 18 0
Papin, S.T. 1955 Member of NRC3 Non-executive director 2005 32 0.012
Pickering, T. 1931 Independent director 2009 31 0
Townsend, G. 1949 Chairman of the AC3
Member of the NRC
Independent director 2005 32 0.0018
Khmelevskiy, I.B. 1972 Member of the AC Non-executive director 2004 32 0.01
Shiryaev, A.G. 1952 Member of the SDC Executive director 2003 32 0.017
Shokhin, A.N. 1951 Chairman of the SDC Independent director 2008 32 0
Eskindarov, M.A. 1951 Chairman of the NRC,
Member of the AC
Independent director 2005 32 0.0018
Name Year of birth Membership of the Board of Directors committees as of December 31, 2011 Position (independence criterion) Year of election to the Board of Directors Participation in Board of Directors meetings in 2011 (32 meetings) Share in the capital of OAO TMK as of December 31, 2011,%1
1 Уставный капитал ОАО «ТМК» состоит только из обыкновенных акций.
2 Информация о бенефициарных владельцах ОАО «ТМК» представлена в настоящем разделе Годового отчета на стр. 42.
3AC — Audit Committee;
NRC — Nomination and Remuneration Committee;
SDC — Strategic Development Committee
Pumpyanskiy, D.A. (Chairman) 1964 Non-executive director 2004 32 0.0072
Kaplunov, A.Yu. 1960 Executive director 2005 32 0.0116
Alekseev, M.Yu. 1964 Member of SDC3 Independent director 2011 18 0
Papin, S.T. 1955 Member of NRC3 Non-executive director 2005 32 0.012
Pickering, T. 1931 Independent director 2009 31 0
Townsend, G. 1949 Chairman of the AC3
Member of the NRC
Independent director 2005 32 0.0018
Khmelevskiy, I.B. 1972 Member of the AC Non-executive director 2004 32 0.01
Shiryaev, A.G. 1952 Member of the SDC Executive director 2003 32 0.017
Shokhin, A.N. 1951 Chairman of the SDC Independent director 2008 32 0
Eskindarov, M.A. 1951 Chairman of the NRC,
Member of the AC
Independent director 2005 32 0.0018

Activity of the Board of Directors in 2011

In 2011, the Board of Directors held 32 meetings, including seven meetings that were held through joint attendance.
Key items included:

  • Development of TMK’s investment projects;
  • TMK’s HR Policy 2020;
  • Logistics management system in the Company;
  • TMK Business Plan 2011–2015;
  • TMK’s consolidated budget for 2012;
  • TMK’s target structure for 2012;
  • Results of Internal Audit Department’s activity in 2011.

The activity of OAO TMK’s Chairman of the Board of Directors related to the introduction of high corporate management standards was noted by the Association of Independent Directors and by the Russian Union of Industrialists and Entrepreneurs that established the National Prize “Director of the Year” with support from PricewaterhouseCoopers. Dmitry Pumpyanskiy was pronounced the winner in the category of “Chairman of the Board of Directors: input in development of corporate management” for his active role in developing and achieving the Company’s main strategic goals to strengthen its positions among global pipe producers and developing such innovative directions like energy efficiency, nanotechnology, environmental security and scientific research.

Remuneration

In accordance with the Regulation on OAO TMK’s Board of Directors, only directors who are not executives of OAO TMK are entitled to remuneration and the compensation of expenses related to the execution of their duties. Prior to the annual General Meeting of Shareholders the Board of Directors had 4 independent directors, 4 non-executive directors and 2 executive directors. As of July 26, the Board of Directors is comprised of 5 independent directors, 3 non-executive directors and 2 executive directors.
The remuneration to be paid includes:

  • a fixed base remuneration of Chairman or member of the Board paid on a monthly basis in the amount of 1/12 of the fixed annual amount;
  • additional remuneration for the performance of the duties of Chairman or member of a Board Committee, which is paid every six months in the amount of 1/2 of the annual additional remuneration.

In 2011, the aggregate remuneration of the members of the Board of Directors was U.S$ 2.55 million.*

Committees of the Board of Directors

The Board of Directors always has three committees: Audit Committee (AC), Nomination and Remuneration Committee (NRC) and Strategic Development Committee (SDC). The composition of the committees is formed in full accordance with the requirements of the Code, which establishes that the Audit Committee and Nomination and Remuneration Committee can include only independent directors, and if that not possible due to objective causes, then only independent directors and non-executive directors.

Participation of Board Committee Members in Committee Meetings in 2011

  Audit Committee
(11 + 4 joint meetings)
Nomination and Remuneration Committee
(5 joint meeting)
Strategic Development Committee
(3 + 4 joint meetings)
Alekseev, M.Yu.     3
Marous, J.     3
Papin, S.T.   5  
Townsend, G. 15 5  
Khmelevskiy, I.B. 15    
Shiryaev, A.G.     5
Shokhin, A.N.     7
Eskindarov, M.A. 4 5  

* Based on the average exchange rate for 2011 — 29.39 RUB/U.S.$

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