Management Bodies at OAO TMK

General Meeting of Shareholders

The primary means of implementing shareholders’ rights, as reflected in the Company’s Charter, is their participation in the General Meeting.

In 2010, the annual General Meeting of Shareholders was held, along with one extraordinary meeting. The following questions were included in the meetings’ agendas: approval of OAO TMK’s annual report and annual financial statements, distribution of profits based on the results of 2009, election of the Board of Directors and selection of a Revision Commission, confirmation of the auditor, and approval of interested-party transactions.

The Board of Directors ensures the implementation and protection of shareholder rights, determines the areas of priority, approves the Company’s strategic development, and ensures execution control and evaluation of its effectiveness. It also establishes the Company’s values and corporate standards.

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. The Code provides for the presence of at least three independent directors on the Board of Directors. At the same time, the Code establishes criteria for independence that are more stringent than the requirements of Federal Service for the Financial Markets (FSFM) regulatory documents.

In 2010, the composition of the Board of Directors did not change and included 4 independent directors. It was composed of the following:

Dmitry A. Pumpyanskiy, Chairman of the Board of Directors

Dmitry A. Pumpyanskiy
Chairman of the Board
of Directors

Graduated from the Kirov Urals Polytechnic Institute in 1986. Candidate of Technical Sciences and Doctor of Economic Sciences.

Experience: President 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.

Andrey Yu. Kaplunov, Has been with TMK since 2001

Andrey Yu. Kaplunov
Has been with TMK
since 2001

Graduated from the Moscow Finance Institute in 1982, Candidate of Economic Sciences.

Experience: Chairman of the Board of Directors of TMK’s Russian plants, 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, assistant professor in the Economic Theory Faculty at the Moscow Finance Institute.

Josef Marous, Member of the Board of Directors since 2005

Josef Marous
Member of the Board
of Directors since 2005

Graduated from the Goethe University Frankfurt in 1976.

Experience: Chairman of TMK Europe GmbH, Head of the representative office of ThyssenKrupp AG in Russia, member of the Board of Directors of ThyssenKrupp Elevator AG, Chairman of the Automotive Components Manufacturers Committee in the European Business Association in Russia.

Sergey T. Papin, Has been with TMK since 2002

Sergey T. Papin
Has been with TMK
since 2002

Graduated from the Donetsk Polytechnic Institute in 1977.

Experience: Vice President 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

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; Undersecretary of State for Political Affairs; Ambassador to the United Nations.

Geoffrey Townsend, Member of the Board of Directors since 2005

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: 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

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

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

Graduated from the Lomonosov Moscow State University in 1974, Doctor of Economic Sciences, 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.

Alexander G. Shiryaev, Has been with TMK since 2003

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: member of the Board of Directors of TMK Russian plants; 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.

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

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

Graduated from the Moscow Finance Institute in 1976, Doctor of Economic Sciences, professor.

Experience: President of the Finance University under the Government of the Russian Federation, member of the Board of Directors at ОАО Bank of Moscow, ОАО VTB Bank, ОАО Rosbank.

As of December 31, 2010, 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, 2010 Position (independence criterion) Year of election to the Board of Directors Participation in Board of Directors meetings in 2010 (49 meetings) Share in the capital of OAO TMK as of December 31, 2010,%*
AC — Audit Committee; NRC — Nomination and Remuneration Committee; SDC — Strategic Development Committee
*Share Capital of OAO TMK only consists of ordinary shares.
**Information on beneficiary owners of OAO TMK is given in the Share Capital section of this report.
Pumpyanskiy, D.A. (Chairman) 1964 - Non-executive director 2004 49 0.007**
Kaplunov, A.Yu. 1960 - Executive director 2005 49 0.0116
Marous, J. 1949 Member of SDC Non-executive director 2005 49 0.0032
Papin, S.T. 1955 Member of NRC Non-executive director 2005 49 0.012
Pickering, T. 1931 - Independent director 2009 48 0
Townsend, G. 1949 Chairman of the AC Member of the NRC Independent director 2005 49 0.005
Khmelevskiy, I.B. 1972 Member of the AC Non-executive director 2004 49 0.01
Shiryaev, A.G. 1952 Member of the SDC Executive director 2003 48 0.017
Shokhin, A.N. 1951 Chairman of the SDC Independent director 2008 48 0
Eskindarov, M.A. 1951 Chairman of the NRC, Member of the AC Independent director 2005 49 0.0018

Activity of the Board of Directors in 2010

In 2010, the Board of Directors held 49 meetings, including 8 meetings that were held through joint attendance. Key items included:

  • Development of TMK’s investment projects;
  • Implementation of TMK’s HR policy;
  • The Company’s development strategy to 2020;
  • Development of the Premium business;
  • Consolidated budget of the ТМK Group for 2011;
  • Target capital structure of the TMK Group for 2011;
  • Approval of large-scale and related-party transactions.

The Board of Directors also assesses the Company’s Corporate Governance system every year based on the results of a corporate governance policy analysis that is conducted by the Nomination and Remuneration Committee.

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 with the execution of their duties. Prior to July 1, 2010, the Board of Directors had 5 independent directors, 3 non-executive directors and 2 executive directors. As of July 1, the Board of Directors is comprised of 4 independent directors, 4 non-executive directors and 2 executive directors with the appointment of Josef Marous as Director of TMK’s European division. On account of the latter, Josef Marous did not receive compensation as a member of the Board of Directors and as a member of a Board Committee in the second half of 2010.

The remuneration to be paid includes:

  • a fixed base remuneration 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 of the Board of Directors, 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 2010, the aggregate remuneration of the members of the Board of Directors was USD 2.38 million1.

1 Based on the average exchange rate for 2010 — 30.3692 RUB/U.S.$

Services & Tools

My Annual Report

Tools