Nomination and Remuneration Committee

On June 22, 2010, a change in the composition of the Nomination and Remuneration Committee took place. From January to June 2010, the Committee worked with the following composition:

Eskindarov, M.A. Chairman of the Committee, member of the Audit Committee, independent director
Marous, J. Member of the Committee, Chairman of the Strategic Development Committee, non-executive director
Khmelevskiy, I.B. Member of the Committee, non-executive director

From June 22, 2010, the Committee had the following composition:

Eskindarov, M.A. Chairman of the Committee, member of the Audit Committee, independent director
Papin, S.T. Member of the Committee, non-executive director
Townsend, G. Member of the Committee, Chairman of the Audit Committee, independent director

The main goals of the Committee are to create favorable conditions for the employment of qualified managers in the Company and incentives for their effective work, as well as to improve the corporate governance system and keep it within best international practice.

During the reporting period the Committee operated in compliance with the Regulation on the Committee approved by the Board of Directors, annual corporate plan and orders of the Board of Directors.

In 2010, the Committee reviewed and presented to the Board of Directors recommendations on the following key matters:

  • Candidacy of senior managers and members of OAO TMK management bodies;
  • Key performance indicators for executives and directors of TMK’s main business units in accordance with established areas of responsibility and the conditions set forth in personal contracts;
  • Incentive program for executives and directors of TMK’s main business units;
  • Conclusion on TMK’s corporate governance practices in the 2009-2010 corporate year;
  • Implementation of TMK’s HR policy;
  • Corporate structure, management system, and social policy of the Company’s divisions and special-purpose facilities;
  • Key indicators of the number of employees and salary for TMK’s 2011 budget calculation;
  • Policy and competitiveness of TMK in labor productivity increase and personnel optimization;
  • Staff support for TMK strategic investments;
  • Implementation of the Company’s anti-crisis program with regard to personnel management and Sales, General, and Administrative expenses.

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