Sergey V. Krivoshchekov(born in 1961), Director for Property Management Administration; Russian citizen;member of the Board of Directors since 19 May,2000; represents a shareholder ofOJSC MMK, Mintha Holding Limited.Graduate of the <strong>Magnitogorsk</strong> Institute of Mining and Metallurgy in 1983 with adegree in metallurgical engineering; 2009, D.Sc (Economics).EVENTS AFTER THE ACCOUNTING DATEIn line with the best international practice and standards in corporate governance to which the Company is committed, MMK'sshareholders, at their annual meeting on 20 May 2011, elected a new Board of Directors where 5 members satisfy the independencecriteria, including the newly elected directors, David Herman and Bernard Sucher.David J.HermanBorn in 1946.Independent member of OJSC MMK's Board of Directors, Chairman of the Board of Directors, OJSCSOLLERS.Education:JD Harvard Law SchoolMA Harvard Graduate School (Ford Foundation, Fellow in Soviet and East European Studies)BA New York University (magna cum laude)Junior Year at London School of EconomicsEmployment History:2009 – Present - STRATEGIC INITIATIVES, Member of the Board2009 – Present - NEW HEALTH SCIENCES (US), Member of the Board to a venture capital healthdiagnostic start up2003 – Present - SEVERSTAL AUTO (NOW SOLLERS AUTO), Member of the Board/Chairman since 20062004-2008 – AUDIT COMMITTEE, GOLDEN TELECOM (RUSSIA), Member of the Board/ChairmanMr.Herman spent twenty nine years with General Motors. His career spans 9 foreign assignmentsand makes him GM’ longest serving international service person, during which he hasdistinguished himself by bridging the cultural differences between the US and other countries,for which he is known in the media, industry in general and Government circlesBernard SucherBorn in 1960.Independent member of OJSC MMK's Board of Directors, Member of the Board of Directors,Aton Group.Education:Graduate, University of Michigan, 1983, Bachelors, Business Administration with an additionalconcentration in Russian and Soviet Studies. 3.83 GPA.Graduate, Columbia University Graduate School of Business, 2001, Senior Executive Program.Business:2011 – Aton Group, Member of the Board of Directors2007-<strong>2010</strong> – Bank of America-Merrill Lynch, Russia Country Head2002-2006 – Alfa Capital, Chairman of the Board.1993-2002 – Troika Dialog, Managing Director, Co-Founder.1993-1999 – I.M. Galt, Inc., President.Entrepreneur and capital markets business leader, with strong sales-orientation and practicedcross-cultural communication skills. Deep experience in asset management and trading/sales.58
16 22 26 28 32 38 50 72MMK , sBusiness ModelMMK’s Missionand StrategyOJSC MMK Boardof Directors'The Company'sProductionSales MarketsFinancesCorporateGovernanceEnvironmentProtectionInformation on the Board of Directors’ Meetings Held in <strong>2010</strong>In <strong>2010</strong>, OJSC MMK's Board of Directors held 11 meetings (five meetings in presentia and six absentee meetings) at which thefollowing issues were resolved:1. Determination of priorities for the Company’s activity;2. Approval of OJSC MMK’s Risks <strong>Report</strong> for <strong>2010</strong>;3. Placement of OJSC MMK’s securities, i.e. documentary interest-bearing non-convertible exchange-traded bearer bonds with amandatory centralized custody of the BO-06 - BO-15 Series;4. Participation of OJSC MMK in legal entities;5. Approval of OJSC MMK’s revised internal documents;6. Approval of interested party transactions.In <strong>2010</strong>, members of the Board of Directors participated in the following meetings of the Board of Directors and Committees:NameParticipationsinmeetingsVictor Rashnikov 11RafkatTakhautdinovAndreyGorodisskySergeyKrivoschekovBoard of Directors* Oleg V. Fedonin joined the Board of Directors and its committees (the Board’sCommittee for Strategic Planning and Corporate Governance,Committee for Investment Policy and Liaison with Government Bodies) on 21 May <strong>2010</strong>.** Gennady S. Senichev was a member of the Board of Directors and its committees (the Board’sCommittee for Strategic Planning andCorporate Governance, Committee for Investment Policy and Liaison with Government Bodies) before 21 May <strong>2010</strong>.Total Remuneration Paid to Members of the Board of Directors Based on the Results of the <strong>Report</strong>ing YearThe Board of Directors approved the Regulations on Remuneration and Compensation of Expenses of the OJSC MMK Board ofDirectors which set down the criteria for payment of remuneration and compensation to members of the Board of Directors.The Regulations can be found on the MMK website at:http://www.mmk.ru/upload/iblock/d4b/doc012.pdfThe size of remuneration and compensation for expenses to the members of the Board of Directors is approved annually by theGeneral Shareholder’s Meeting on the basis of the Board of Director’s recommendations as a lump-sum amount.Remuneration and compensations to the Board members, RUB '000:MonthlyremunerationTotalmeetingsCommittee for AuditParticipationsinmeetingsTotalmeetingsPhysical attendance of BoDmeetingsCommittee forNominations andRemunerationsParticipationsinmeetings11TotalmeetingsAbsenteeparticipation in BoDmeetingsCommittee for StrategicPlanning and CorporateGovernanceParticipationsinmeetings9TotalmeetingsCommittee forInvestment Policy andLiaison with GovermentBodiesParticipationsinmeetings11 9 511 1111 8Kirill Levin 11 12 11Sir David Logan 10 11 12 11 119 5ZumrudRustamova11 11 9Oleg Fedonin* 5 6 4Peter Charow 11 10VladimirShmakov11 5GennadySenichev **4 3 1Compensation of costs related toBoD member functions*Board Chairman 372 155 31 actual amountBoard 310 155 31 actual amountTotalmeetings<strong>Steel</strong> & Style , 10 MMK ANNUAL REPORT 59
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Products for the Automotive Sector6
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