Metalloinvest
Annual Report 2019

Structure and performance of corporate governance bodies

The business performance of the Company depends on properly structured corporate governance processes at each level, which facilitate increased transparency, controls, and separations of powers, which in turn allow the Company to avoid various risks through making timely responses.

CORPORATE GOVERNANCE SYSTEM

Metalloinvest’s corporate governance system prescribes the proper management and control of the Company’s business and focuses sustainable development and on creating long-term growth in value for shareholders. Corporate governance is based on improving both the efficiency and transparency of the Company.

The Company sees corporate governance as being a system of interaction between the Company’s governing bodies and stakeholders that focuses on improving the Company’s performance and which reflects a balance of interests among all parties.

Sustainability management is integrated into the existing corporate governance structure and is performed at all organisational levels.

Governance structure

BOARD OF DIRECTORS

The neutrality and independence of the Board of Directors are the key principles the Company relies on in order to ensure the effectiveness of its corporate governance framework.

Members of the Board of Directors are elected through a decision of the General Meeting, for a term until the next meeting, and they can be re-elected for a further term. The Board of Directors has independent directors. Independence criteria are determined by the Regulations on the Board of Directors, which are based on the provisions of the Corporate Governance Code recommended by the Central Bank of Russia. An independent director cannot be regarded as independent if they have been a member of the Board of Directors for more than seven consecutive years.

The Board of Directors is responsible for the strategic management of the Company. Its key objectives comprise:
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facilitating effective strategic governance

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setting and implementing the Company’s strategic goals

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determining the principles and approaches to risk management and assessment

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fostering favourable conditions for long-term sustainable development

Through a decision made on 23 October 2019 the Board of Directors was re-elected, and comprised 10 members. As at 31 December 2019.

3

of the 10 Board of Director members were independent

3

of the 10 Board of Director members were non-executive directors

2

of the 10 Board of Director members were executive directors