Annual report 2007 - Magnitogorsk Iron & Steel Works ...

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ANNUAL REPORT OPEN JOINT-STOCK COMPANY MAGNITOGORSK IRON & STEEL WORKS
Provisions of the Code of Corporate
Behaviour (CCB)
The Charter of OJSC MMK should provide that the
Board of Directors be entitled to pass a resolution
on the suspension of powers of the General
Director appointed by the general shareholders’
meeting.
The Charter of OJSC MMK should provide that the
Board of Directors be authorized to specify the
qualifications of and size of remuneration for the
General Director, members of the Management
Board, Heads of the Company’s Operating
Divisions.
The Charter of OJSC MMK should provide that the
Board of Directors be authorized to approve the
terms of contracts with the General Director and
members of the Management board.
The Charter and Bylaws of OJSC MMK should
require that the votes of the members of the
Board of Directors who are simultaneously the
General Director or members of the Management
Board be not accounted for when counting votes,
when approving the terms of agreements with
the General Director (the managing company
or executive manager) and members of the
Management board.
At least three independent directors meeting the
criteria of the Code of Corporate Behaviour should
be members of the Board of Directors.
No member of the Board of Directors of OJSC MMK
has been found guilty of economic crimes or crimes
against state power and the interests of the civil
service and the service in local self-government
bodies, or subject to administrative penalties for
administrative offences, primarily in such areas as
entrepreneurial activities, finance, taxes and duties,
or stock market transactions.
No member of the Board of Directors of OJSC MMK
is a partner, general director (executive manager),
member of a managing body or employee of the
Company’s competitors.
The Charter of OJSC MMK should require that
members of the Board of Directors of the Company
be elected by cumulative voting.
Observance
of the CCB
(yes or no)
yes
yes
yes
yes
yes
yes
yes
yes
SEASON 2007
Remarks
Paragraph 11.7.16 of the Charter
of OJSC MMK, approved by
Resolution of the Annual
General Shareholders’ Meeting,
dated 21.04.2006
Paragraphs 11.7.15, 13.2 of the
Charter of OJSC MMK, approved
by Resolution of the Annual
General Shareholders’ Meeting,
dated 21.04.2006
Paragraphs 11.7.15, 13.9, 14.8
of the Charter of OJSC MMK,
approved by Resolution of the
Annual General Shareholders’
Meeting, dated 21.04.2006
Paragraph 11.11 of the Charter
of OJSC MMK, approved by
Resolution of the Annual
General Shareholders’ Meeting,
dated 21.04.2006
Paragraph 3 of Minutes #
18 of the Annual General
Shareholders’ Meeting, dated
21.04.2006
Paragraph 11.5 of the Charter
of OJSC MMK, approved by
Resolution of the Annual
General Shareholders’ Meeting,
dated 21.04.2006
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