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

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#<br />

38.<br />

Provisions of the Code of Corporate<br />

Behaviour (CCB)<br />

The Company’s Charter should provide for a<br />

procedure of determining the quorum at the Board<br />

of Directors’ meetings which would allow to ensure<br />

obligatory participation of independent directors<br />

in such meetings<br />

Executive bodies<br />

39.<br />

40.<br />

41.<br />

42.<br />

43.<br />

44.<br />

ANNUAL REPORT OPEN JOINT-STOCK COMPANY MAGNITOGORSK IRON & STEEL WORKS<br />

Existence of a collective executive body<br />

(Management Board) of the Company<br />

The Company’s Charter or internal documents<br />

must provide for mandatory approval by the<br />

Management Board of real estate transactions,<br />

or loans if such transactions are not large-scale<br />

transactions or if they are not made in the normal<br />

course of the Company’s business .<br />

The Company’s internal documents must provide<br />

for a procedure of coordinating operations<br />

not covered by the Company’s financial and<br />

operational plan.<br />

Absence in the Company’s executive bodies of<br />

persons which are members, general managers<br />

(managers), members of a managing body or<br />

employees of a legal entity competing with the<br />

Company<br />

Absence in the Company’s executive bodies of<br />

persons who were found guilty of committing<br />

economic crimes or crimes against the State,<br />

public services or local government or who<br />

were subjected to administrative punishment<br />

for offences in business, finance, taxes and fees<br />

as well as security market. If the function of the<br />

individual executive body is performed by a<br />

managing organization or a manager, the General<br />

Director and members of a management board<br />

of a managing organization or a manager must<br />

meet the requirements for the Company’s General<br />

Director and members of the Management Board.<br />

The Company’s Charter or internal documents<br />

must provide for a prohibition for a managing<br />

organization (a manager) to perform similar<br />

functions in a competing company or to have any<br />

other property relationship with the Company<br />

except for services of a managing organization (<br />

manager)<br />

Observance<br />

of the CCB<br />

(yes or no)<br />

no<br />

yes<br />

yes<br />

No n/a<br />

Yes<br />

Yes<br />

No<br />

SEASON <strong>2007</strong><br />

Remarks<br />

Included in the plan of<br />

corporate governance<br />

improvement<br />

Item 13 of the OJSC MMK<br />

Charter approved by the<br />

Decision of the <strong>Annual</strong><br />

GeneralShareholders’ Meeting<br />

of the OJSC MMKdd. 21.04.2006<br />

Item 13.4.2 of the OJSC<br />

MMK Charter approved by<br />

the Decision of the <strong>Annual</strong><br />

GeneralShareholders’ Meeting<br />

of the OJSC MMKdd.21.04.2006<br />

Included in the plan of<br />

corporate governance<br />

improvement<br />

1

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