Current Board of Directors
The active membership of the Board of Directors
| Christopher Richard Nigel Clark |
Independent Director; Non-executive Chairman of the Board; Member of Remuneration Committee |
| Martin Angle |
Independent Director; Chairman of Audit Committee |
| Rolf Wilhelm Heinrich Stomberg |
Senior Independent Director; Chairman of Remuneration Committee |
| Ronald Michael Freeman |
Independent Director; Member of Audit Committee |
|
Peter Kraljic |
Independent Director; Member of Audit Committee |
|
Alexei A. Mordashov |
Executive Director; CEO of OJSC Severstal; Member of Remuneration Committee |
|
Mikhail V. Noskov |
Executive Director; CFO of OJSC Severstal |
|
Vadim A. Makhov |
Executive Director; Chairman of the board of Severstal North America Inc. and Vice-chairman of Lucchini |
|
Anatoly N. Kruchinin |
Executive Director; CEO of Cherepovets steel plant |
| Vadim A. Shvetsov |
Executive Director |
The business address of the Board of Directors is Mira street 30, Cherepovets, Vologda Region, 162600 Russia.
Board of Directors’ authorities
The Board of Directors has authority to take decisions concerning all aspects of Severstal’s activities, except for matters which fall within the exclusive power of the General Shareholders’ Meeting.
The Board of Directors can only exercise certain powers. These powers include:
- to determine the priority of Severstal’s operations;
- to call General Shareholders’ Meetings and determine the agenda for such meetings;
- to establish the record date for General Shareholders’ Meetings and recommend the payment of dividends;
- to increase the charter capital of Severstal by a placement of additional shares of a number and type which correspond to the number and type of authorized shares;
- to issue bonds or other ‘public’ securities;
- to determine the value of property in cases established by legislation;
- to use the reserve fund and other funds;
- to open branches and representative offices;
- to approve major transactions with assets representing over 10% but less than 50% of the book value of Severstal (such transactions must be adopted unanimously) and certain ‘interested party’ transactions (by the majority vote of independent directors not interested in the conclusion of such a transaction);
- and certain other matters.
The members of the Board of Directors are elected by the Annual General Shareholders’ Meeting through a system of cumulative voting for the period until the next Annual General Shareholders’ Meeting (except if re-election of the Board of Directors is required by an Extraordinary General Shareholders’ Meeting).
The General Shareholders’ Meeting cannot terminate the authority of any member of the Board of Directors in advance individually but only of all the members together. The Chairman of the Board of Directors is elected by a majority vote of all of the members of the Board of Directors.
The person acting as CEO cannot also be the Chairman of the Board of Directors.
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