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ЕВРАЗ. Годовой отчет за 2021 год - часть 6

Meet EVRAZ

EVRAZ in figures

STRATEGIC REPORT

Corporate governance

Financial statements

Additional information

ANNUAL REPORT & ACCOUNTS 2021

NON-FINANCIAL

REQUIREMENT

GROUP APPROACH

DOCUMENTS

RELATED KPIS

REPORTING

AND POLICIES

PRINCIPAL RISKS

Respect for human

EVRAZ’ commitments

Code of Business

Zero tolerance to violation

None of EVRAZ’ current

rights

are based on internationally

Conduct

principal risks relates

EVRAZ aims to comply with the non-financial reporting requirements

Further information:

recognised standards

Modern Slavery

to aspects of human

and respect for all human

rights

contained in sections 414CA and 414CB of the Companies Act 2006.

Our people,

Transparency Statement

rights. Child labour, bonded

see page 72

Human rights policy

The table below outlines to stakeholders the Group’s position, principal

labour, human trafficking

and other forms of slavery

Diversity and Inclusion

policies, main risks and KPIs on key non-financial areas.

Policy

are strictly prohibited

at all Group subsidiaries

EVRAZ Supplier Code

and their suppliers. EVRAZ

of Conduct

rules also prohibit abusive,

REQUIREMENT

GROUP APPROACH

DOCUMENTS

RELATED KPIS

harassing, discriminatory,

AND POLICIES

PRINCIPAL RISKS

degrading or aggressive

Environment

Steel and mining

Environmental strategy

EVRAZ has adopted 2030

HSE: Environment,

speech or conduct.

production carry a high risk

environmental targets:

see page 89

Further information:

EVRAZ HSE Policy

Anti-corruption

In accordance

Code of Business

Zero tolerance to violation

None of EVRAZ’

of environmental impact

see pages 67-70

Decarbonisation,

and anti-bribery

with the Group’s policies

Conduct

current principal

Environment,

Code of Business

and incidents related to its

see page 92

and procedures, compliance

risks relate to aspects

see pages 67-70

Conduct

Further information:

EVRAZ Anti-Corruption

production processes.

managers scrutinise tender

of anti-corruption

Policy:

EVRAZ pays the utmost

Anti-corruption

procedures, check potential

attention to environmental

and Anti-bribery,

and existing business

•Anti-corruption

matters to prevent or

see pages 76-78

training policy.

partners, vet prospective

minimise any adverse

For a short summary

•Sponsorship

new candidates, and ensure

impact.

and charity policy.

of relevant anti-

that the principles set

Employees

EVRAZ strictly complies

EVRAZ HSE Policy

LTIFR (per 1 million hours)

HSE: Health and Safety,

corruption policies,

forth in the EVRAZ Anti-

•Gifts and business

entertainment policy.

with national labour

see page 90

see pages 294-295

corruption Policy and Code

Further information:

Code of Business

Labour productivity, steel

laws and best practices

of Business Conduct

•Candidate background

Conduct

(tonnes per person)

Our People, see

and criminal record

of business ethics

are adhered to throughout

pages 71-73;

Diversity and inclusion

checks.

concerning employee

its operations.

policy

•Conflict of interest

Health and Safety,

management.

policy.

see page 61

Human rights policy

Discrimination related

•Contractor/supplier

to a person’s race,

EVRAZ Supplier Code

due diligence checks.

ethnic origin, gender,

of Conduct

EVRAZ Rules

religion, political views,

on Securities Dealings

nationality, age, sexual

orientation, etc, is totally

unacceptable throughout

the Group, as well as at its

For EVRAZ’ business model, relationships and products, see pages 6-99

subcontractors

and suppliers.

For the Group’s related risks and how they are managed, see the Principal Risks

By the order of the Board

section on pages 84-96

Due to industry-specific

issues, EVRAZ employees

EVRAZ’ Strategic Report, as set out on pages 6-101 inclusive,

Aleksey Ivanov

and contractors face safety

and health risks. Providing

has been reviewed and was approved by the Board of Directors

Chief Executive Officer

a safe work environment

on 24 February 2022.

EVRAZ plc

is one of the Group’s main

24 February 2022

core values.

Social policy

EVRAZ strives to make

Charitable Donation

Fulfilment of the Group’s

Global economic

Further information:

a meaningful contribution

and Sponsorship Policy

social obligations

factors, industry

to local economies

towards its employees,

conditions

Community Relations,

and to support communities

which were fixed

and cyclicality,

see pages 74-75

wherever it operates.

in the collective

and business

agreements.

interruption;

The Group supports

infrastructure, sport,

Interaction with local

see pages 87, 91

educational and cultural

communities

programmes with the aim

in the regions

of improving the quality

of the Group’s

of life in local communities.

presence during

the implementation

of various CSR related

100

101

projects.

ANNUAL REPORT & ACCOUNTS 2021

Corporate governance

FOR A BETTER

FUTURE

102

103

Meet EVRAZ

EVRAZ in figures

Strategic report

CORPORATE GOVERNANCE

Financial statements

Additional information

ANNUAL REPORT & ACCOUNTS 2021

BOARD OF DIRECTORS

DIRECTORS

Appointment

with a first-class honours degree in 1982, and he

Appointment

vice president from 1995. He holds an MSc

Alexander Abramov has been a Board member

holds a PhD in Physics and Mathematics. He

Eugene Shvidler has been a Board member

and an MBA.

since April 2005. He was CEO and chairman

founded EvrazMetall in 1992.

of Evraz Group S.A. since August 2006. He

Other Appointments

of Evraz Group S.A. until 1 January 2006,

was appointed to the Board of EVRAZ plc

Other Appointments

Mr Shvidler currently serves a chairman

and continued to serve as Chairman until 1 May

on 14 October 2011.

Mr Abramov is a Bureau member of the Russian

of Millhouse.

2006. Mr Abramov was a non-executive director

Union of Industrialists and Entrepreneurs

Committee Membership

from May 2006 until his re-appointment

(an independent nongovernmental organisation),

Mr Shvidler is a member of the Nominations

as chairman of the Board on 1 December 2008.

and a member of the board of Skolkovo Institute

Committee.

He was appointed as Chairman of EVRAZ plc

for Science and Technology.

on 14 October 2011.

Skills And Experience

Mr Shvidler served as president of Sibneft from

Alexander Abramov

Committee Membership

Eugene Shvidler

1998 to 2005, having previously been senior

Non-Executive Chairman

Mr Abramov is a member of the Nominations

Non-Executive Director

Committee.

Skills And Experience

Mr Abramov graduated from the Moscow

Institute of Physics and Technology

Appointment

in Physics and Mathematics in 1991. Prior

Appointment

in corporate finance with KPMG in Toronto,

Alexander Frolov has been a Board member

to working at EVRAZ, he was a research fellow

Eugene Tenenbaum has been a Board member

Moscow and London, including three years

since April 2005. He was chairman of the Board

at the I.V. Kurchatov Institute of Atomic Energy.

of Evraz Group S.A. since August 2006. He

(1990-93) as national director at KPMG

of Evraz Group S.A. from May 2006

He joined EvrazMetall in 1994 and served as its

was appointed to the Board of EVRAZ plc

International in Moscow. Mr Tenenbaum was an

until December 2008, and he was appointed

chief financial officer from 2002 to 2004, then

on 14 October 2011.

auditor an in the business advisory group

as CEO in January 2007. Mr Frolov was CEO

as senior executive vice president of Evraz

at Price Waterhouse in Toronto from 1987 until

Committee Membership

of EVRAZ plc from 14 October 2011 until

Group S.A. from 2004 to April 2006.

1989. He is a chartered accountant.

None

31 August 2021.

Other Appointments

Skills And Experience

Committee Membership

Mr Frolov is currently chairman of

Mr Tenenbaum serves on the board of Chelsea

Mr Tenenbaum served as head of corporate

Mr Frolov is a member of the Sustainability

PJSC Raspadskaya.

FC Plc.

finance for Sibneft in Moscow from 1998

Alexander Frolov

Committee and the Nominations Committee.

Eugene Tenenbaum

through 2001. He worked as director

Non-Executive Director

Skills And Experience

for corporate finance at Salomon Brothers from

Mr Frolov graduated from the Moscow Institute

1994 until 1998. Prior to that, he spent five years

of Physics and Technology with a first-class

honours degree in 1987 and received a PhD

Appointment

director of financial control (2002-09). From

Key to committee membership

Mr Ivanov was appointed to the Board of

1998 to 2002, Mr Ivanov held various positions

EVRAZ plc on 1 February 2022.

at Liggett-Ducat, where his responsibilities

included production, controlling and logistics.

N Nominations Committee

S Sustainability Committee

A Audit Committee

R Remuneration Committee

Committee membership

He also served as head of the Credit

Mr Ivanov is a member of the Sustainability

Department at Inkombank (1997-98).

Committee.

Mr Ivanov graduated from INSEAD in 2002. He

holds a degree in Finance from the Financial

Skills and experience

Academy of the Government of the Russian

Mr Ivanov was appointed as CEO in September

Federation and has been a member of the

2021. Prior to that, he served as senior vice

Chartered Institute of Management Accountants

president of business development and

Aleksey Ivanov

since 2004. In 2008, Mr Ivanov received

commerce since November 2015. He also held

Executive Director, Chief

a diploma in Human Resources from the

the positions of vice president, head of the

Executive Officer

Australian Professional Association.

Steel Division (2011-15) and head of the Siberia

Division (2009-11). He previously served as the

Other Appointments

senior deputy CFO responsible for financial

none.

104

105

control and treasury functions (2008-09) and

Meet EVRAZ

EVRAZ in figures

Strategic report

CORPORATE GOVERNANCE

Financial statements

Additional information

ANNUAL REPORT & ACCOUNTS 2021

Key to committee membership

INDEPENDENT DIRECTORS

N Nominations Committee

S Sustainability Committee

A Audit Committee

R Remuneration Committee

Appointment

to the Queen and keeper of the privy purse. Sir

Appointment

served as a finance executive at Lonrho PLC

Sir Michael Peat was appointed to the Board

Michael was at KPMG from 1972 and became

Deborah Gudgeon has been a Board member

and was appointed as a member of the Finance

of EVRAZ plc on 14 October 2011. It is expected

a partner in 1985. He left KPMG in 1993

of EVRAZ plc since May 2015.

Committee in March 1993. From 1995 to 1998,

that Sir Michael will be retiring from the Board

to devote himself to his public roles. He holds

she served as a director for Halstead Services

on 31 March 2022 following the completion of

an MA and MBA and is a fellow of the Institute

Committee Membership

Limited, and, from 1998 to 2003, she served

the demerger of the coal business.

of Chartered Accountants in England and Wales.

Ms Gudgeon serves as chair of the Audit

as a director of Deloitte, specialising in corporate

He was the 2018 recipient of the Institute

Committee and is a member of the Remuneration

finance. From 2003 to 2009, Ms Gudgeon served

Committee Membership

of Chartered Accountants Outstanding

Committee, Nominations Committee,

as a founding director of the Special Situations

None

Achievement Award.

and Sustainability Committee. It is expected that

Advisory team for BDO LLP, providing integrated

Ms Gudgeon will become Senior Independent

advice on corporate finance, restructuring, debt

Skills And Experience

N S A Chairwoman R

Other Appointments

Director following the retirement of Sir Michael

and performance improvement. From 2011 to 2017,

Skills and experience: Sir Michael is a qualified

Sir Michael is non-executive chairman of CQS

Peat.

Ms Gudgeon served as managing director

chartered accountant with over 40 years’

Sir Michael Peat

Management Limited and non-executive

Deborah Gudgeon

of Gazelle Corporate Finance Limited.

experience. He served as principal private

Skills And Experience

Senior Independent Non-Executive

chairman of GEMS MENASA Holdings Limited.

secretary to HRH the Prince of Wales from 2002

Independent Non-Executive

Ms Gudgeon is a qualified chartered accountant

Director

Other Appointments

until 2011. Prior to this, he spent nine years

Director

with 30 years’ experience. She started her career

Ms Gudgeon is currently a senior adviser

as the Royal Household’s director of finance

with Coopers and Lybrand, and in 1987 became

at Penfida Limited and a non-executive director

and property services and then treasurer

a senior accountant for Salomon Brothers

of Petra Diamonds Limited.

International. From 1987 to 1995, Ms Gudgeon

Appointment

Ms Gordon holds a Bachelor’s degree in

Appointment

was a consultant with McKinsey and Co

Ms Gordon has been appointed as an

Political Science from the University of

Alexander Izosimov was appointed to the Board

(Stockholm, London, 1991-96) and was involved

Independent non-executive director since

Wisconsin and a Master’s degree in law and

of EVRAZ plc on 28 February 2012.

in numerous projects in the transportation, mining,

1 February 2022.

diplomacy from The Fletcher School of Law and

manufacturing and oil businesses. Until recently,

Diplomacy at Tufts University.

Committee Membership

Until recently, Mr Izosimov served on the boards

Committee Membership

Mr Izosimov is chairman of the Remuneration

Ms Gordon is a member of the Audit

Other Appointments

of MTG AB, Dynasty Foundation, LM Ericsson AB

Committee and the Nominations Committee. He

Committee and Sustainability Committee.

Ms Gordon’s current board appointments

and Transcom SA and Hövding. He also previously

is also a member of the Audit Committee.

include NED positions at PJSC Detsky Mir,

served as director of Baltika Breweries, the Sladko

Skills And Experience

confectionery company and the Teleopti AB

PJSC Polyus, TCS Group Holding PLC,

Skills And Experience

Ms Gordon has over two-decade-long

N Chairman A R Chairman

IT company. He also served as a director and

PJSC Moscow Exchange MICEX-RTS and

Mr Izosimov has extensive managerial and board

experience in equity and debt capital markets.

chairman of the GSMA (global association of

PJSC Alrosa.

experience. He was CEO of M.Video-Eldorado

Maria Gordon

She was Executive Vice President and EME

mobile operators) and was a director of the ICC

Group, from 2020 to 2022. From 2003 to 2011, he

Alexander Izosimov

Independent Non-Executive

Strategy at PIMCO from 2010 to 2014. Prior

(International Chamber of Commerce) Board. He

was president and CEO of VimpelCom, a leading

to that, from 1998 to 2010 she had been a

Independent Non-Executive

holds an MBA from INSEAD.

Director

emerging market telecommunications operator.

Managing Director, Head of Emerging Markets

Director

New appointment

From 1996 to 2003, he worked at Mars Inc, where

Other Appointments

Strategy at Goldman Sachs Asset Management.

he held various managerial positions, including

Mr Izosimov is an independent non-executive

regional president for CIS, Central Europe

director of the PJSC Moscow Exchange.

and Nordics, and was a member of the executive

board. Prior to Mars Inc, Mr Izosimov

Appointment

Industrieanlagenbau (VAI), first an executive

Appointment

Europe, Middle East and Africa. Other prior

Karl Gruber has been a Board member of Evraz

vice president of VAI and then as vice chairman

Stephen Odell was appointed to the Board

experience includes CEO of Volvo Cars, based

Group S.A. since May 2010. He was appointed

of the management board of Siemens VAI. He

of EVRAZ plc on 15 June 2021.

in Gothenburg Sweden, and Senior Managing

to the Board of EVRAZ plc on 14 October 2011.

also chaired the boards of Metals Technologies

Director for Mazda Car Corporation, based in

It is expected that Mr Gruber will be retiring

(MT) Germany and MT Italy. Furthermore, he

Committee Membership

Hiroshima Japan. Mr Odell has lived in multiple

from the Board on 31 March 2022 following

has executed various consultancy projects

Mr Odell is a member of the Audit Committee,

countries around the world and established the

the completion of the demerger of the coal

for the steel industry and served as CEO

Remuneration Committee and the Nominations

FordSollers joint venture in Russia, where he

business.

and chairman of the management board

Committee.

served as joint Chairman for three years.

of LISEC Group.

Mr Odell graduated from the University of

Committee Membership

Skills And Experience

N A R

Brighton as a Bachelor of Arts in Business

None.

Other Appointments

Mr Odell has extensive international automotive

None

Studies.

and large industrial company experience

Karl Gruber

Skills And Experience

gathered over a 38-year history. He retired from

Other Appointments

Mr Gruber has extensive experience

Stephen Odell

Independent Non-Executive

Ford Motor company as a Global Executive

in the international metallurgical mill

Independent Non-Executive

Mr Odell is currently a chairman of the Board at

Director

Vice President in 2018. As an Executive Vice

Accsys Technologies plc, a UK listed sustainable

business and holds a diploma in Mechanical

Director

President, he was responsible for Global

timber company and a member of council for

Engineering. He has held various management

New appointment

Sales, Marketing and Service operations for

the University of Nottingham.

positions, including eight years as a member

Ford and prior to that, President of Ford of

of the management board of VOEST-Alpine

106

107

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INDEPENDENT DIRECTORS

MANAGEMENT

Appointment

investments in the metals and mining industry.

Mr Ivanov was appointed as CEO in September

responsibilities included production, controlling

James Rutherford was appointed to the Board

From 1993 to 1997, he was vice president of equity

2021. Prior to that, he served as senior

and logistics. He also served as head

of EVRAZ plc on 15 June 2021.

research at the investment bank HSBC James

vice president of business development

of the Credit Department at Inkombank

Capel in New York, where he covered the South

and commerce since November 2015. He

(1997-98).

Committee Membership

American metals and mining industry.

also held the positions of vice president,

Mr Ivanov graduated from INSEAD in 2002. He

Mr Rutherford is a member of the Nominations

Mr Rutherford graduated from Queen’s

head of the Steel Division (2011-15) and head

holds a degree in Finance from the Financial

Committee and the Audit Committee.

University Belfast with a Bachelor of Science

of the Siberia Division (2009-11). He previously

Academy of the Government of the Russian

in Economics and Computer Science and from

served as the senior deputy CFO responsible

Federation and has been a member

Skills And Experience

University of Sussex with a Master of Arts

for financial control and treasury functions

of the Chartered Institute of Management

Mr Rutherford has held senior roles

N A

in Development Economics. He is also

(2008-09) and director of financial control

Accountants since 2004. In 2008, Mr Ivanov

in investment management and investment

an alumnus of the London Business School.

(2002-09).

received a diploma in Human Resources from

banking, specialising in the global mining

From 1998 to 2002, Mr Ivanov held various

the Australian Professional Association.

James Rutherford

and metals sector.

Aleksey Ivanov

Other Appointments

positions at Liggett-Ducat, where his

Independent Non-Executive

He was previously a non-executive director

Mr Rutherford’s current appointments include:

Chief Executive Officer

Director

at Anglo American plc (from 2013 to 2020)

non-executive chairman at Centamin plc

and chairman of Dalradian Resources Inc

New appointment

and senior independent director at Anglo

(from 2015 until its takeover in 2018). From 1997

Pacific Group plc.; and lead independent

to 2013, he was a senior vice president at Capital

Mr Ivanov joined EVRAZ in November 2016

Mr Ivanov graduated from the Financial

director of GT Gold Corp (from 2019 until its

Group, where he was responsible for global

as CFO. Prior to that, he served as executive

Academy of the Government of the Russian

takeover in 2021).

vice president and CFO at VimpelCom

Federation with a degree in Finance and Credit,

from 2013. Over the previous 10 years, he

as well as from Northeastern University,

held various positions at TNK-BP, including

Missouri, USA, and Truman University, USA,

first deputy of the executive vice president

with a degree in Accounting.

Appointment

and then Regulatory Affairs, Compliance and Ethics

for exploration and production.

Sandra Stash was appointed to the Board

at BP America. During her career with ARCO Ltd

As EVRAZ CFO, Mr Ivanov leads the financial

of EVRAZ plc on 15 June 2021.

from 1981 to 2003, she held various roles from

unit and supervises key supporting functions,

senior engineer to vice president.

Committee Membership

including: legal; investor relations and public

Ms Stash graduated with a Bachelor of Science

Ms Stash serves as chair of the Sustainability

relations; IT; procurement and technological

in Petroleum Engineering from the Colorado

Committee and a member of the Remuneration

Nikolay Ivanov

development.

School of Mines.

Committee.

Chief Financial Officer

Other Appointments

Skills And Experience

Ms Stash’s current appointments include:

Ms Stash has served as a senior executive

S Chairwoman

independent non-executive director and chair

for leading global energy companies, including

of the ESG Committee at Lucid Energy

Mr Davydov joined EVRAZ in 2010. He headed

as well as the Mining Department of Moscow

as executive vice president of Safety, Operations

Group LLC; non-executive director and chair

EVRAZ’ Sukha Balka iron ore mine in Ukraine

State Open University (specialising

Sandra Stash

and Engineering and External Affairs at Tullow Oil

of the Sustainability and Safety Committee

and has been in charge of Management

in Subterranean Development of Subsoil

Independent Non-Executive

from 2013 to 2020. Prior to that, she was senior vice

at Diversified Energy plc; non-executive director

Company EVRAZ Mezhdurechensk since

Resources). He is a graduate of the Presidential

Director

president for HSECR, Operations and Engineering

and chair of the Sustainability Committee at

2016. Prior to joining EVRAZ, Mr Davydov had

Programme at the Academy of National

Assurance at Talisman Energy from 2008 to 2013

New appointment

Trans Mountain Corporation; non-executive

worked at various Russian coal companies,

Economy under the Government of the Russian

and a vice president at BP plc from 2000 to 2008,

director at First Montana Bank and independent

including Belon.

Federation.

where she was responsible for Operations —

non-executive director and chair of the

Mr Davydov graduated from the Physics

Other Business and Corporate in North America,

Sustainability Committee at Chaarat Gold

Department of Kemerovo State University

Health, Safety and Environment at TNK-BP

Holdings Limited.

with a degree in Microelectronics

Andrey Davydov

Vice President, Head of the Coal

Division

In addition, Laurie Argo served as a non-executive director during the year. Ms Argo stepped down from the Board on

15 June 2021.

Mr Erenburg has been with EVRAZ since 2003.

Mr Erenburg graduated from Novosibirsk

He started in the Project Financing Department

State University with a degree in Mathematical

and subsequently held various positions

Methods and Operations’ Research

in strategic investment planning. In 2011, he

in Economics. Не received an MA in Economics

was placed in charge of business development

from Central European University.

Key to committee membership

at EVRAZ NTMK. In 2015, he was appointed

as director of Vanadium Assets. In December

2018, Mr Erenburg became a EVRAZ vice

N Nominations Committee

S Sustainability Committee

A Audit Committee

R Remuneration Committee

president and head of the Vanadium Division.

Alexander Erenburg

Vice president, Head of the

108

Vanadium Division

109

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MANAGEMENT

Mr Herald joined EVRAZ North America

Halliburton, working in multiple business units

Mr Novozhenov has been with EVRAZ

positions at EVRAZ VGOK, Evrazruda

in August 2019 as president and chief executive

and managing operations globally.

since 1996. In April 2018, he was appointed

and Yuzhkuzbassugol.

officer.

In 2007, Mr Herald became the North America

as head of the Urals Division. In 2011, he

Mr Novozhenov graduated from Urals

Prior to EVRAZ, Mr Herald was CEO of Axip

managing director at Vallourec, a France-

was appointed as general director of a steel

State Technical University with a degree

Energy Services, a Houston-based provider

based multinational manufacturer of steel

mill in the Smolensk region. He subsequently

in Engineering and Economics. He holds

of compression services at every major U.S.

tubular products. In 2014, he was named CEO

served as head of the Ukraine Division. He

an MBA from the Synergy Institute

shale basin.

of the Americas at line pipe manufacturer

started as an economist at EVRAZ NTMK

of Economics and Finance.

Mr Herald has more than 35 years’ experience

Welspun Corp.

and went on to hold numerous managerial

in the oil and gas and energy industries, in both

Mr Herald is a graduate of West Virginia

the service and manufacturing sectors. He

University, where he received a Bachelor

spent a significant part of his career, from 1985

of Science in Electrical Engineering.

to 2007, with the global oil services company

James “Skip” Herald

President and Сhief Executive

Denis Novozhenov

Officer, EVRAZ North America

Vice President, Head of the Urals

Division

Mr Kuznetsov joined EVRAZ in 2002

Department, where his responsibilities included

Mr Rubin joined the EVRAZ team in June

Mr Rubin graduated from the Chemical

and was appointed as vice president

financial analysis, valuation of investment

2017 as director of health and safety.

Faculty of Platov South-Russian State

for strategic development and operational

projects and M&A transactions (2006-08). From

In January 2018, he was appointed

Polytechnic University and the Economics

planning in July 2009. Prior to that, he

2002 to 2006, Mr Kuznetsov was manager

as the Company’s vice president

Faculty of Rostov State University. He has

served as vice president for corporate

of the Capital Markets and International

for health, safety and environment.

a Master of Arts in Management from

strategy and performance management. His

Investments Department and was involved in all

Mr Rubin worked at Shell Neft, one

the UK’s Open University.

responsibilities include strategic development,

of the Company’s M&A transactions.

of the occupational safety leaders in its

operational planning, M&A transactions

Mr Kuznetsov graduated with honours from

industry, for more than eight years, first

and financial valuation of business

the Moscow Institute of Physics and Technology

as the head of production and then

and investment projects.

in 2001 with a degree in Applied Mathematics

as branch director.

Мr Kuznetsov previously held various positions

and Physics. He also received a Master’s degree

Alexander Kuznetsov

within the Company and served as director

in Economics from the New Economic School

Konstantin Rubin

Vice President, Corporate Strategy

for strategic planning and investment analysis

in 2002.

Vice President, Health, Safety

and Performance Management

from 2008 to 2009. He was formerly head

and Environment

of the Financial Analysis and Valuation

Mr Natrusov joined the Company in May 2011

of complex projects dealing with SAP

Ms Samsonova joined EVRAZ

a Master’s degree in HR Management

as vice president of information technologies.

and Oracle applications.

in December 2021. Prior to that, she

from University of Durham Business

Prior to EVRAZ, Mr Natrusov held management

Mr Natrusov graduated with honours

had worked for 15 years as HR director

School, UK. In 2012, she received an MBA

positions in information technologies

from the Moscow Institute of Electronic

at Uralkali, Global Ports, EuroChem

from Saint Petersburg International

at Eldorado from 2008 to 2011, ROSNO from

Technology in 1994 and received an MBA from

and TransContainer. She was responsible

Institute of Management. Ms Samsonova

2006 to 2008 and Nestle Russia from 1998

the University of Southern California in 1998.

for the development and implementation

has been recognised by the TOP-1000

to 2006.

of the HR strategy, setting up a close-

Russian Managers ranking

Mr Natrusov has more than 16 years’ experience

knit executive leadership team, talent

and was awarded the HR Manager

in information technologies, including

search, establishing and developing

of the Year award for her achievements

operational management and management

the foundations of corporate culture,

in human capital management.

and the development and implementation

of compensation systems.

Artem Natrusov

Elena Samsonova

In 1998, Ms Samsonova graduated

Vice President, Information

Vice President, Human

with honours from Perm State University

Technologies

Resources

with a degree in English Language

and Literature. In 2000, she received

New appointment

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MANAGEMENT

Mr Sementsov joined EVRAZ as vice

served as a senior reporter at several

Mr Soldatenkov was appointed as vice

training programme at the Russian

president for corporate communications

publications, such as Interfax-AiF,

president and head of the Siberia Division

Presidential Academy of National

in June 2013.

Business World and Moscow News

in December 2015.

Economy and Public Administration.

Prior to EVRAZ, Mr Sementsov

weeklies.

Prior to joining EVRAZ, Mr Soldatenkov

served as the director of public

He graduated from the Moscow

worked at Severstal, where he

relations at Sistema for more than

Engineering Physics Institute

was business development director

five years. In 2001-08, he was PR

with а degree in Technical Physics.

of Severstal Russian Steel and chief

manager of Intel Corporation in Russia

technical officer of Severstal. Prior

and the CIS. In 1999-2011, he worked

to this, he held managerial positions

as the creative editor of Beeline World

at Magna Technoplast and was involved

Monthly Magazine. In 1992-99, he

in the commissioning of Ford, General

Vsevolod Sementsov

Motors, Renault and Volkswagen facilities

Alexey Soldatenkov

in Russia.

Vice President, Corporate

Vice President, Head

Mr Soldatenkov graduated from Bauman

Communications

of the Siberia Division

Moscow State Technical University

with a degree in Mechanical Engineering.

He also completed the Top Manager

Sergey Sergienko was appointed as Vice-

Technology. In 2011, he completed

Ms Staniulenaite joined EVRAZ in January

for major projects, in particular RusHydro

President, Technologies Development

the EVRAZ New Leaders programme.

2017 as the property and corporate

Group’s acquisition of the heat holding

in September 2021. He joined EVRAZ

In 2017, Mr Sergienko received

governance director. She served

RAO ES of the East. Under her leadership,

in 2009. He has held the positions

the Company’s highest corporate award,

as vice president of legal in late 2017

Inter RAO UES entered the Russian public

of director for development of the steel

EVRAZ Stela, in the EBS nomination

and was officially appointed to this position

market and issued depositary receipts.

and iron ore business (2015-17), director

for a project he led to benchmark

in June 2018.

Ms Staniulenaite graduated from the Law

for technologies development (2017-18)

processing stages and create the Science

Ms Staniulenaite has a solid track record

Faculty of Lomonosov Moscow State

and director for EVRAZ business system

and Engineering Board.

of legal support at major industrial

University and the Institute of Business

development.

companies. She was the head of RusHydro’s

Studies at the Russian Government

Mr Sergienko graduated from Krasnoyarsk

Corporate Governance and Property

Academy of National Economy and Public

State Technical University with a degree

Department for six years. Prior to that,

Administration.

Sergey Sergienko

in Casting Machines and Casting

Yanina Staniulenaite

she worked as Inter RAO UES’s corporate

Vice President, Technologies

Vice President, Legal

governance director for over seven years.

Ms Staniulenaite provided legal support

Development

New appointment

In November 2014, Mr Shirokobrod

development. In 1999-2005, he served

Mr Vasiliev was appointed as vice

positions at Russian internal affairs

was appointed as vice president of sales

as commercial director (Russia and Central

president for compliance with business

agencies from 1988 to 2015.

and logistics.

Asia) and chief executive of Alcoa CSI.

procedures and asset protection in July

He is a graduate of the Ural Law Institute

Mr Shirokobrod joined EVRAZ in 2010

Mr Shirokobrod has also held various

2015.

and the Russian Academy of Public

as the managing director of the Trading

commercial positions at Melitta Russland

A lieutenant-general in the police,

Service under the President of the Russian

Company EvrazHolding and served as vice

and Tetra Pak.

Mr Vasiliev held numerous senior

Federation.

president of sales in 2011-12. In April

Mr Shirokobrod graduated with honours

2012, Mr Shirokobrod was appointed

from St. Petersburg State Technical

as vice president and head of the Railway

University in 1995 with a degree

Products Division.

in Engineering Physics, and he

Prior to joining EVRAZ, from 2005 to 2010,

holds a Master of Sciences degree

Ilya Shirokobrod

Mr Shirokobrod held various management

in Engineering. He received an executive

Sergey Vasiliev

Vice President, Sales

positions at Centravis Limited (the largest

MBA from Stockholm School of Economics

Vice President, Compliance

producer in the CIS and the fifth largest

in 2005.

with Business Procedures

and Logistics

global producer of seamless stainless

and Asset Protection

pipes), where he was responsible

for worldwide sales, strategy and business

In addition, Natalia Ionova served as Vice President, Human Resources

during the year, before stepping down on 1 September 2021.

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CORPORATE

BOARD RESPONSIBILITIES AND ACTIVITIES

GOVERNANCE

The Board and management of EVRAZ aim

of the Strategic Report, which describe

with the Group’s purpose and values

REPORT

to pursue objectives in the best interests

the basis upon which the Company

as detailed in the Strategic Report

of the Group, its shareholders and other

generates and preserves value

on pages 6-101. The key feedback tool

stakeholders, and particularly to create

over the long term. The Board periodically

it uses to monitor progress in this area

long-term value for shareholders.

reviews this model.

is the annual employee survey that EVRAZ

INTRODUCTION

carries out throughout the business,

In 2021, despite the significant operational

In early 2021, the Board announced that

the details of which are described

impact caused by the COVID-19 pandemic,

it was considering the strategic merits

in the Strategic Report on pages 8, 57, 73.

EVRAZ is a public company limited by shares incorporated in the United Kingdom.

disruption to the Board’s activities

of and possible structures for the demerger

The Board reviews a summary of the annual

It is a premium-listed company on the Main Market of the London Stock Exchange

were minimal as meetings were moved

of its metallurgical coal business in order

survey and monitors the implementation

to video format with little loss of efficiency.

to generate value for shareholders.

of any necessary actions that

and is a member of the FTSE 100 Index. EVRAZ is committed to high standards

The Board subsequently conducted a

the management undertakes.

of corporate governance and control.

The EVRAZ Board is responsible

comprehensive review of the rationale and

for the following key aspects of governance

feasibility of the demerger and believes

The Board views corporate social

and performance:

that the demerger will benefit stakeholders

responsibility as an integral part

of the separate businesses in the following

of the Group’s business and strives

•Financial and operational performance.

COMPLIANCE WITH CORPORATE

areas: increased transparency of

to address and monitor all relevant

•Strategic direction.

•Major acquisitions and disposals.

sustainability performance and goals,

matters in this area. The EVRAZ Code

GOVERNANCE STANDARDS

tailored capital allocation, an independent

of Conduct and EVRAZ Supplier Code

•Overall risk management.

growth strategy for Raspadskaya

of Conduct establishes cultural expectations

•Capital expenditure and operational

The Group’s approach to corporate

and expertise on the Group’s key

An explanation of how the Company

budgeting.

and differentiated value proposition.

for the activities of all directors, executives,

governance is based on the UK Corporate

markets. The Board also considers

has complied with the UK Corporate

For more details, see the Shareholder

employees, contractors, suppliers

•Business planning.

Governance Code published by the Financial

that the current Board structure

Governance Code, including how it

•Approval of internal regulations

Circular at the following link: https://www.

and community members in relation

Reporting Council (FRC) in July 2018

provides a suitable level of protection

has applied the principles contained

and policies.

evraz.com/files/en/demerger/circular.pdf

to the Group’s business. It also encourages

and the Listing Rules of the UK Financial

for minority shareholders, as it operates

therein, is set out within this Corporate

and in this report on pages 6-9, 11-13.

an environment of ethics and responsibility

Conduct Authority. For a short period of

in accordance with the Relationship

Governance Report, the Strategic Report

for the benefit of the Company’s

time, the Board did not have an executive

Agreements currently in place

and the Directors’ Report. In particular,

stakeholders. The Group publishes

director on it following the retirement of Mr

( see page 158-159).

the following pages will be most relevant

Generation and preservation

a comprehensive Sustainability Report.

Frolov as chief executive officer. Mr Ivanov,

Provision 19: The Chairman has been

in enabling shareholders to evaluate how

of value

The Board and culture

•

the present chief executive officer has now

in this position since the IPO in October

these principles have been applied:

The Board also discussed the following

topics during 2021:

been appointed an executive director with

2011 and has therefore served in excess

EVRAZ’ business model and strategy

The Board continues to ensure that

•Board Leadership and Company

effect from 1 February 2022. Apart from

of nine years. The Board has considered

Purpose - see pages 114-121

are presented on pages 6-101

the business’s culture is aligned

this, during the year to 31 December 2021,

this situation and, as explained

of the Corporate Governance Report.

EVRAZ complied with all the principles

in the previous comment on Provision

•Division of Responsibilities -

and provisions of the 2018 UK Corporate

9, the Board considers that he has

see pages 114-121 of the Corporate

The Board’s key discussions and decisions

Governance Code (the Governance Code

extensive experience and expertise

Governance statement.

Strategy

•Reviewing the critical success factors for the strategic development of the Group’s competitive advantages.

is available at www.frc.org.uk), with the

on the Group’s key markets.

•Composition, Succession

and planning

•Demerging the metallurgical coal assets consolidated under Raspadskaya, which will result in the creation of two distinct

following code provision exceptions:

The Board also considers that

and Evaluation - see pages 134-136

•

publicly listed businesses.

the Chairman should remain in this

of the Nominations Committee Report.

•Provision 9: The chairman was non-

•Disposing of non-core businesses.

independent on appointment,

position during the transition period

•Audit, Risk and Internal Control -

•Linking succession planning to corporate strategy execution, and the need to look deeper into the Group for future leaders.

as he was and remains a significant

of new Board members to retain

see pages 126-133 of the Audit

Operational

•Reviewing the performance of key businesses, including commercial initiatives to improve operational performances

shareholder, and had previously served

the necessary stability for the Group.

Committee Report, pages 122-123

matters

and revenues.

as a CEO and chairman of the Group

Provision 37: The Company does

of Risk Management and Internal

•

•Reviewing investment projects.

prior to listing in 2011. The Board

not operate clawback arrangements.

Control and pages 84-96 of Principal

•Implementing the EVRAZ Business System throughout the Group over the next five years to promote an operational culture

considers that he brings independence

An explanation for this non-compliance

Risks and Uncertainties.

of values and behaviours that support the drive for continuous improvement and business change.

of judgement to the Group’s activities,

is set out in the Remuneration Report

•Reviewing HSE updates, including key initiatives and responses to significant incidents.

•Remuneration - see pages 140-153

•Monitoring the implementation of a risk analysis approach to Health and Safety, including reviewing the associated training

as well as extensive experience

on page 142.

of the Remuneration Committee Report.

programmes.

•Reviewing the Group’s risk appetite and considering the principal risks

•Approving the revised terms of reference for the Sustainability Committee to consider the Company’s response to increasing

ESG requirements and opportunities.

Continued

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Financial

•Reviewing and approving the Group’s consolidated budget and budgets of individual business units.

DECISION

DEMERGER OF THE GROUP’S COAL BUSINESS

Approving the interim and full-year results, as well as the 2020 annual report.

•

Context

The Board and management of EVRAZ conducted a comprehensive review of the rationale and feasibility of the potential

Governance

•Ensuring compliance with the UK Market Abuse Regulation in relation to managing inside information and share dealing

demerger of its metallurgical coal assets consolidated under Raspadskaya and concluded that the separation of the two

by insiders.

businesses serves the long-term interests of EVRAZ’ shareholders, employees, clients and other stakeholders.

•

Reviewing the findings of the internal Board evaluation exercises and action plans resulting therefrom.

The demerger will result in the creation of two distinct publicly listed businesses with leading positions in their respective

Approving the 2020 Modern Slavery Statement.

•

fields, and will allow each to pursue tailored strategic, capital allocation and sustainability objectives.

Approving the Payments to Governments Report.

•

Approving the UK Tax Strategy for the year 2021.

Stakeholder

The Board believes the demerger would benefit the stakeholders of the separate businesses in the following areas:

•

considerations

•

Increased transparency over sustainability performance and goals: Allowing each business to concentrate on its

The Board’s Section 172 Statement is given on pages 98-99.

respective sustainability priorities, enhancing accountability for sustainability performance, and the definition

and delivery of future strategy.

In addition, the Board agreed to pay:

by the Board, which also considered

In accordance with LR9.8.4R (14), it has

•Tailored capital allocation: Enabling each business to adopt a capital allocation framework balancing its individual cash

flow profile, growth investment strategy and capital return priorities.

an interim dividend of US$0.30 per ordinary

the impact of COVID-19 on the Group’s

been confirmed that the Company has

•Independent growth strategy for RASP: Allowing RASP to independently implement its strategy and pursue growth

share, totalling US$437 million, on 7 April

going concern and cash flow position.

complied with the independence provisions

opportunities with dedicated financial and human resources.

2021; an interim dividend of US$0.20 per

of the relationship agreements.

•Differentiated value proposition: Establishing a clear and focused equity story for each of EVRAZ, as a leading global

share, totalling US$292 million, on 25 June

In keeping with the requirements

producer of steel, iron ore and vanadium, and RASP, as a leading producer of high-quality metallurgical coal.

2021; an interim dividend of US$0.55

of the relationship agreements, put in

As far as the Company is aware the

Impact of this

The Board of EVRAZ considers that this action will lead to a business with the following key strengths post demerger:

per share, totalling US$802 million,

place as required by the FCA Listing

major shareholders, Roman Abramovich¹,

action on the

Commitment to the highest sustainability standards.

on 10 September 2021, and an interim

rules, between the Company and its

Abiglaze Ltd and Crosland Global Limited

Company’s

EVRAZ is committed to integrating the principles and values of sustainable development into all of its business processes

dividend of US$0.20 per share, totalling

major shareholders, the Company’s

(or any of their associates) have complied

long-term success

and day-to-day operations. EVRAZ has established four main areas of focus to ensure that sustainable development

US$292 million, on 14 January 2022.

independent non-executive directors

with the independence provisions of the

issues are considered across all of the EVRAZ Group's business processes and operational stages: (i) employee well-

The level of distributable reserves within

have conducted an annual review

relationship agreements. In addition,

being; (ii) environmental protection; (iii) economic stability; and (iv) local community development.

the balance sheet was considered

to consider the continued good standing

as far as the Company is aware, Roman

EVRAZ remains committed to its long-term goal of achieving zero injuries and fatalities in the workplace and mandates

that no operation should be undertaken unless it can be performed safely. In the first half of 2021, its LTIFR was 0.7 per

at each distribution and was found

of the relationship agreements between

Abramovich, Abiglaze Ltd and Crosland

million hours worked and four fatalities occurred in the Steel Segment, including one contractor. The EVRAZ Group is

to be sufficient to enable the dividend

major shareholders and are satisfied that

Global Limited have complied with

deeply saddened by all fatalities and conducts in-depth internal investigations into each accident. It has organised and

to be paid. The dividends paid were in line

the terms of the relationship agreements

the procurement obligations in the

implemented a number of health and safety initiatives as part of its commitment to accident prevention.

with the dividend policy previously agreed

are being fully observed by all parties.

relationship agreements.

Global leading steel producer with focus on high value-add infrastructure steel products.

EVRAZ is a top-30 global steel producer by 2020 production volume, the largest rail manufacturer in the US and Russia,

the number one beams and construction steel producer in Russia, and a leader in the North American large diameter

pipe segment.

Principal decisions

Diversified asset base spread across multiple geographies.

EVRAZ has a broadly diversified asset base. In Russia, the company owns iron ore mining facilities, steel and vanadium

production plants, and trading companies. EVRAZ also has a substantial presence in North America which comprised

DECISION

2022 BUSINESS PLAN AND BUDGET

approximately 12% of its total steel production in 2020. EVRAZ also has several operations in Europe.

Context

The Business Plan and Budget sets the annual targets for the Group, and the costs of the necessary resources

Low-cost production with secured access to key raw materials.

to achieve these targets. It is developed considering the Group’s overall strategy, as well as any specific

EVRAZ seeks to create value through leveraging its advantageous low-cost position, which enables the Company to serve

challenges faced by each division and its underlying business units, including any stakeholder-related

domestic and export markets profitably. Maintaining efficient operations is one of EVRAZ's key business objectives.

considerations. The Chief Executive Officer, supported by key members of the management team, presents

Higher earnings stability following mitigation of coal exposure.

the Business Plan and Budget for the Board’s challenge and approval.

In 2020, EVRAZ's metallurgical coal business contributed 17% of its total EBITDA.

Stakeholder

In reviewing the Business Plan and Budget, the Board considered the potential impact that each operation

The Demerger should provide EVRAZ with greater earnings stability, as the EBITDA margin of the Coal Segment has

considerations

and project might have on its stakeholders (employees, local communities, government and regulators,

been more volatile than that of the Steel Segment. Over the period between 2013 and 2020, the Coal Segment's EBITDA

contractors and suppliers, shareholders and customers) and the environment.

margin fluctuated between 9% and 55%, while the range for EVRAZ would have been only 13% - 24% for the same

period excluding the metallurgical coal business.

Strategic actions

The strategic actions of the Business Plan and Budget supported by the Board to generate value

supported by the Board

for stakeholders are:

Ability to focus strategy and capital allocation on the Steel, Vanadium and North American segments.

•Demerger of the Group’s coal business.

In the context of the development of higher value added products, EVRAZ as a steel enterprise (rather than a steel and

•Further HSE initiatives, which will be monitored by the Sustainability Committee, to improve performance

coal enterprise) should be able to develop its strategy and capital deployment programme more effectively.

as detailed in the Sustainability Committee Report on pages 137-139.

EVRAZ's new investment opportunities are mainly focused on the development and diversification of the steel product

•Approval of investment plans to further reduce greenhouse gas emissions and support government

portfolio in Russia and North America.

regulations.

The Steel Segment is undertaking a product mix improvement programme that includes investment projects to update

•Continued pursuit of high standards of corporate governance and adherence to regulations.

the rail and beam mill at a cost estimated to be US$210 million. Further, in 2021, EVRAZ together with the Rail Service

•Approval of maintenance CAPEX to enhance business efficiency, increase value and improve working

industrial group launched construction of a new railway wheel mill in the Sverdlovsk region's Titanium Valley special

conditions for staff.

economic zone.

•Approval of investment plans and the generation of new projects that provide additional employment

opportunities.

For more details, see the Shareholder Circular at the following link: https://www.evraz.com/files/en/demerger/circular.pdf.

Impact of these actions

The Business Plan and Budget creates a balance between current operating performance and considerations

Strategic actions

The Board agreed to recommend to shareholders the demerger of the coal business from the EVRAZ Group

on the long-term

that matter to all stakeholders in the short and long term, such as health and safety, environmental

supported

by issuing a circular to shareholders seeking their approval in early January 2022, which was obtained, and the

success of the Company

performance and community relations.

by the Board

transaction is expected to be completed in 2022.

Outcome

Shareholders gave approval to the transaction proceeding on 11 January 2022, and it is expected to complete in

Outcome

In December 2021, the Board discussed and approved the 2022 Business Plan and Budget.

March 2022. A full update of the outcome of the demerger will be given in the 2022 annual report.

1. On 16 February 2022 Roman Abramovich became a direct major shareholder of the Company due to the transfer of the Company's shares from Greenlease

116

International Holdings Ltd to his personal account.

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DECISION

APPROVAL OF VARIOUS OTHER INVESTMENT PROJECTS

During the year, the following changes

that could materially interfere

Board composition

in Board membership occurred: Stephen

with the exercise of their independent

Context

The business plan for each financial year contains numerous investment projects that involve sizeable capital

Odell, James Rutherford and Sandra

judgement, in compliance with the UK

expenditures, which can be used for a variety of different types of projects, including the replacement

of outdated equipment at existing facilities, the construction of new plants to take advantage of new market

Stash were appointed as directors

Corporate Governance Code. Although

opportunities or the extension of iron ore deposit to support the Company’s vertical integration strategy.

on 15 June 2021. Ms Laurie Argo stepped

both Sir Michael Peat and Karl Gruber

down as a director on 15 June 2021.

have served as directors in excess

Stakeholder

Shareholders

considerations

On 1 September 2021, Mr Alexander

of the nine years recommended

•Enhance production efficiency and access markets for new products, thereby improving shareholder value.

Frolov ceased to be the Group’s CEO,

by the Code as a guide to independence,

•Develop new and existing resources to support the vertical integration business model, thereby increasing

shareholder value.

but remained as a non-executive

the Board asked them to continue

23%

Employees

director. As noted above Mr Aleksey

in their positions during the demerger

•Provide safer working conditions with a better working environment.

Ivanov and Ms Maria Gordon joined

of Raspadskaya from the EVRAZ Group

61%

Environment

the Board on 1 February 2022. In addition,

of companies to provide continuity during

•Reduce greenhouse gas emissions.

the Company has announced that both

the transition. The Board considered that

•Improve wastewater control.

Mr Karl Gruber and Sir Michael Peat

under the circumstances it did not believe

•Increase energy efficiency.

are expected to step down as directors

that their tenure had an impact on their

Impact of these actions

The decision to invest demonstrates confidence in the long-term outlook for iron and steel products

on 31 March 2022.

independence and continued to consider

Independent Non-Executive Director

on the Company’s long-

in the markets served by these production facilities, as well as the Group’s commitment to sustainable growth

them as independent non-executive

Non-Executive Director

term success

for the benefit of all stakeholders.

The Board considers that the eight

directors. The Company has now

Chairman, Non-Executive

Strategic actions

The Board supported the investment projects to generate value for stakeholders by:

non-executive directors (Karl Gruber,

announced their expected retirement

Executive Director

supported by the Board

•Reducing greenhouse gas emissions in line with government regulations.

Maria Gordon, Deborah Gudgeon,

date.

•Improving operational efficiency and increasing shareholder value.

Alexander Izosimov, Stephen Odell,

•Improving working conditions for employees.

Sir Michael Peat, James Rutherford

Independent non-executive directors

•Reassuring customers that the products they purchase have been made in line with environmental

regulations.

and Sandra Stash) are independent

comprise the majority on all committees

in character and judgement, and free

(excluding the Sustainability Committee)

Outcome

The Board approved a number of investment projects during the year. see pages 11-13, 26-27

from any business or other relationship

and chair all Board committees.

Chairman and chief executive

whose duties are detailed in the documents

of senior management attended meetings

Board and AGM attendance by each director

that describe the roles of the chairman

by invitation to deliver presentations

The Board determines the division

and CEO.

on the status of projects and performance

SCHEDULED

UNSCHEDULED

REMCO

SUSTAINABILITY

AUDIT

NOMCO

AGM

of responsibilities between the chairman

of business units.

BOARD

MEETINGS

MEETING

and the chief executive officer (CEO).

This division of duties is documented

Board meetings

The table on the next page indicates

Total number of meetings

5¹

in a separate document approved

and composition

the attendance of each current director

Alexander Abramov

10/10

2/2

4/5²

0/1

by the Board.

of the EVRAZ plc Board and Board

Alexander Frolov

10/10

2/2

3/3

0/1

EVRAZ plc held ten scheduled Board

committee meetings in 2021.

The chairman’s principal responsibility

meetings during 2021. In 2022, up

Karl Gruber

10/10

2/2

1/1

3/3

0/1

is the effective management of the Board,

to the date of this report’s publication,

As of 31 December 2021, the Board

Deborah Gudgeon

10/10

2/2

6/6

10/10

2/2

1/1

ensuring that the Board as a whole plays

two Board meetings were held. Two

comprised the chairman and ten non-

Alexander Izosimov

10/10

2/2

6/6

9/10

5/5

0/1

a full and constructive part in developing

unscheduled meetings were held in 2021 to:

executive directors, including a senior

Stephen Odell

5/6³

1/1

3/3

5/10⁴

2/2⁴

0/1

and determining the Group’s strategy

approve the publication of a shareholder

independent director. With effect from

and overall commercial objectives.

circular in relation to the demerger

1 February 2022, Aleksey Ivanov, the CEO,

Sir Michael Peat

10/10

2/2

3/3

1/1

The Board is chaired by Alexander

of Raspadskaya from the EVRAZ Group

joined the board as an executive

James Rutherford

6/6

1/1

6/10⁴

2/2

1/1

Abramov.

of companies; and to consider the renewal

director, and Maria Gordon joined

Eugene Shvidler

10/10

2/2

5/5

0/1

of certain supply contracts for iron

as an independent non-executive

Sandra Stash

6/6

1/1

3/3

2/3⁵

0/1

The CEO is responsible for leading

concentrate and pellets.

director. The appointment of the CEO

the Group’s operating performance,

as an executive director means that

Eugene Tenenbaum

10/10

2/2

0/1

as well as for the day-to-day management

Due to travel restrictions put in place amid

the Company continues to operate

of the Company and its subsidiaries. During

the COVID-19 pandemic, no meetings

in accordance with principle G of the Code.

the year, Alexander Frolov stepped down

were held in person. All were held by video

as CEO and the Board appointed Aleksey

conference call.

Ms Olga Pokrovskaya, a former non-

Ivanov as his successor.

executive director, is invited to attend

The chief financial officer, the senior vice

Board meetings in an advisory capacity

The CEO is supported by the executive

president for commerce and business

and to attend the Audit Committee

1. The Nominations and Remuneration Committee held a joint meeting.

2. Mr Abramov was unable to attend one Nominations Committee, which was held on short notice, due to a prior commitment, but had shared his views on the matter

team.

development (prior to his appointment

meetings as an observer. She is also

under discussion with the Nominations Committee chair.

as chief executive officer) and the vice

a member of the Sustainability Committee.

3. Mr Odell was unable to attend one Board meeting due to a prior board commitment immediately following his appointment as a director.

4. Mr Odell and Mr Rutherford were able to participate in the Audit Committee meetings only since their appointment as a directors at the AGM in June 2021.

In addition, the Board appoints one

president for corporate strategy

5. Ms Stash was able to participate in the Sustainability Committee meetings only since her appointment as a director at the AGM in June 2021.

independent non-executive director

and performance management attended

118

to serve as the senior independent director,

all Board meetings. Other members

Due to COVID 19 travel restrictions, only UK-based directors attended the AGM.

119

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