Annual Report 2011 - Magnitogorsk Iron & Steel Works ...
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<strong>2011</strong> / ANNUAL REPORT<br />
/ <strong>2011</strong> /<br />
ANNUAL REPORT<br />
About Us Sales Markets<br />
Finances<br />
Risks<br />
Social Sphere<br />
Management<br />
Information<br />
Creating the future!<br />
3<br />
93, Ul.Kirova, <strong>Magnitogorsk</strong>, Russia<br />
Tel.: 8–800–775–000–5 (toll free in Russia)<br />
Fax: (3519) 24–73–09<br />
www.mmk.ru
<strong>2011</strong> /<br />
Editor-in Chief:<br />
A. N. Andrianov<br />
Editors:<br />
V. E. Ruga<br />
O. V. Rashnikova<br />
Project coordinators:<br />
A. A. Smirnov<br />
V. V. Dryomov<br />
Project team:<br />
E. V. Azovtseva<br />
L. K. Buriakova<br />
A. D. Deviatov<br />
A. E. Serov<br />
V. N. Khavantseva<br />
E. V. Lysenko<br />
R. E. Kondrin<br />
I. O. Kosmarova<br />
Design and layout:<br />
Y. V. Puskareva<br />
Photos:<br />
A. Serebriakov<br />
E. Rukhmalev<br />
D. Rukhmalev<br />
A. Bardentsev<br />
S. Likhachov<br />
Address:<br />
93, Ul.Kirova,<br />
<strong>Magnitogorsk</strong>, Russia<br />
Tel.: 8-800-775-000-5<br />
(toll free in Russia)<br />
Fax: (3519) 24 73 09<br />
Http:// www.mmk.ru<br />
ANNUAL REPORT<br />
About Us Sales Markets<br />
Finances<br />
Risks<br />
Social Sphere<br />
Management<br />
Information<br />
IN THE ISSUE<br />
Address of the Chairman<br />
of the Board of Directors<br />
Financial Results for <strong>2011</strong><br />
<strong>2011</strong> Highlights<br />
The MMK Business Model<br />
MMK CEO Boris Dubrovsky:<br />
Results and Outlook<br />
MMK Group<br />
Overview and Analysis of the <strong>Steel</strong> Market<br />
Financial review<br />
Risk Management<br />
Social Responsibility<br />
Environmental Protection<br />
Corporate Governance<br />
Information for Investors<br />
Board of Directors report<br />
on MMK's performance in <strong>2011</strong><br />
General Information on MMK<br />
General Information on the <strong>Annual</strong> <strong>Report</strong><br />
4 5
<strong>2011</strong> /<br />
ANNUAL REPORT<br />
About Us Sales Markets<br />
Finances<br />
Risks<br />
Social Sphere<br />
Management<br />
Information<br />
Address of the Chairman of the Board of Directors<br />
Dear shareholders, colleagues and partners!<br />
<strong>Magnitogorsk</strong> <strong>Iron</strong> and <strong>Steel</strong> <strong>Works</strong> has a very<br />
special year in 2012.<br />
On the 1st of February MMK celebrated its 80th<br />
anniversary. In our eight decades we have achieved<br />
impressive results, having produced 563.5 million<br />
tons of pig iron, 731.1 million tons of crude steel<br />
and 576.1 million tons of finished steel products.<br />
Very impressive figures!<br />
Magnitka has never enjoyed easy times: its history<br />
began with the unprecedented pace of construction<br />
during the country’s industrialization, includes the<br />
challenges of wartime and post-war reconstruction,<br />
and more recently the consequences of the<br />
collapse of the country in 1990s, including years<br />
of political and economic crises. Working in a<br />
market-based economy made the crisis years of<br />
2008 and 2009 a serious test of MMK’s strength.<br />
In 2007 MMK produced a record 12.2 million<br />
tons of finished steel products. The subsequent<br />
decline in demand for steel products in 2008-2009<br />
prevented us from maintaining the growth rates<br />
we had achieved. Today MMK is gradually restoring<br />
production volumes. Despite a challenging<br />
macroeconomic situation in <strong>2011</strong>, MMK produced<br />
11.724 million tons of crude steel and 10.646<br />
million tons of finished steel products during the<br />
year. Prices for commercial steel products grew<br />
17 % y-o-y in <strong>2011</strong>. Deliveries to the strategically<br />
important domestic market grew in <strong>2011</strong>, and<br />
constituted 67 % of MMK’s total sales volume.<br />
MMK Group’s revenue for <strong>2011</strong> stood at USD 9.306<br />
billion, up 21 % in from 2010. Unfortunately we<br />
did not achieve all of our goals: MMK Group’s <strong>2011</strong><br />
EBITDA decreased compared to 2010 and equalled<br />
USD 1.336 billion.<br />
Last year MMK’s Board of Directors introduced<br />
important changes to the Company’s corporate<br />
governance structure to bring it more in line with<br />
international best practice. A shareholder meeting<br />
on 20 May <strong>2011</strong> voted to elect Boris Dubrovsky as<br />
the General Director of MMK, and to transfer the<br />
authority of the sole executive body from MMK<br />
Managing Company LLC to the General Director<br />
of MMK. Mr. Dubrovsky has vast experience both<br />
at MMK, where he occupied the post of executive<br />
director until 2008, and at Uralvagonzavod, where<br />
he was the first deputy general director from 2009<br />
to <strong>2011</strong>.<br />
At a meeting of the State Committee for<br />
Modernization held in <strong>Magnitogorsk</strong> in <strong>2011</strong>,<br />
Russia’s President praised MMK’s success in<br />
modernization of the Company’s assets. We believe<br />
this is a logical recognition of our hard work. We<br />
have systematically carried out a comprehensive<br />
modernization of MMK’s production base over<br />
the course of the last 10 years. This investment<br />
program was designed to meet demand from<br />
Russian customers and to increase MMK’s<br />
production of higher value added products. We<br />
undertook a fundamental overhaul of the long<br />
products facilities, built modern galvanizing and<br />
colour coating lines, revamped the 2,000 mm<br />
hot rolling mill, built a steel making complex in<br />
Turkey, constructed the unique 5,000 mm plate<br />
mill – and commissioned it in the middle of the<br />
crisis. Between 2000 and <strong>2011</strong> we invested around<br />
USD 8.3 billion through our long-term investment<br />
program. Our investments peaked in 2008-2009, at<br />
over USD 1.5 billion per year.<br />
MMK’s large-scale investment projects, aimed<br />
at the expansion of production capacities and<br />
the introduction of new types of products, have<br />
increased the Company’s debt levels. MMK<br />
used debt to finance the majority of its capital<br />
expenditure investment projects, but has recently<br />
sought to optimize these projects in order to keep<br />
debt at sustainable levels. We achieved this goal in<br />
<strong>2011</strong>, with capital expenditure at the level of just<br />
USD 1.2 billion, a decrease of 46 % from 2010.<br />
MMK today has found new momentum and<br />
meaning. Using our extensive experience, we are<br />
tackling the production targets and social issues<br />
that we face step by step. We are successfully<br />
implementing upgrades and new technologies. Our<br />
most recent major investment projects, the 5,000<br />
mm and 2,000 mm rolling mills, have opened up<br />
long-term prospects.<br />
We have gained valuable experience from<br />
working in difficult situations. In 2012 we will<br />
focus on increasing energy efficiency and labour<br />
productivity, on reducing costs, quality control<br />
and mastering new types of higher value added<br />
products.<br />
I am confident that history will repeat itself and<br />
MMK will overcome current difficulties such as<br />
the global economic and financial crisis, and will<br />
continue to advance and grow We have everything<br />
we need to achieve this: experience solving the<br />
most complicated problems, up-to-date equipment<br />
and technologies, self-sufficiency in electricity,<br />
strong competitive positions, product flexibility<br />
and, most important of all, highly skilled personnel.<br />
On behalf of the Board of Directors I want to<br />
express our gratitude to the whole MMK team<br />
for their dedication, proficiency, preservation<br />
of traditions and hard work. We are also truly<br />
grateful to our partners for their cooperation with<br />
us. We are interested in working with you. All our<br />
efforts, all our modernization projects are first and<br />
foremost aimed at meeting your needs.<br />
6 7<br />
V. F. Rashnikov
<strong>2011</strong> /<br />
MMK Group’s Financial Results for <strong>2011</strong><br />
ANNUAL REPORT<br />
About Us Sales Markets<br />
Finances<br />
Risks<br />
Social Sphere<br />
Management<br />
Information<br />
<strong>2011</strong><br />
11.158 million tonnes<br />
Output of finished steel products<br />
Total Debt/EBITDA<br />
Profit (loss) for the period<br />
CAPEX (financing of acquisition of fixed assets)<br />
2010<br />
1.409 million tonnes<br />
USD 1,336 million USD 1,606 million<br />
4.066 million tonnes<br />
3.968 million tonnes<br />
USD 9,306 million USD 7,719 million<br />
USD 474/t<br />
14%<br />
USD 365 million<br />
USD 340/t<br />
21%<br />
USD 610 million<br />
3.31 2.21<br />
USD 1,154 million<br />
EBITDA<br />
Output of high value added products<br />
Revenue<br />
Cash-cost of slabs<br />
EBITDA margin<br />
Operating income<br />
USD 232 million<br />
USD 2,209 million<br />
8<br />
9<br />
HIGHLIGHTS OF <strong>2011</strong><br />
JANUARY<br />
Metallosnabzhenie & Sbyt magazine recognized MMK as the largest producer of flat products<br />
in Russia.<br />
FEBRUARY<br />
MMK launched a new version of its official website (http://www.mmk.ru), introducing online<br />
ordering for our customers.<br />
MARCH<br />
Russian President Dmitry Medvedev visited MMK and held an on-site session of the<br />
Government's Commission for Modernization and Technological Development.<br />
APRIL<br />
Renault-Nissan confirmed the compliance of MMK’s quality management system with the<br />
automaker's standards.<br />
MAY<br />
Fitch Ratings upgraded MMK's long-term issuer default rating from ВВ to BB+, and the longterm<br />
national scale rating, from АА- (rus) to АА (rus).<br />
JULY<br />
MMK launched the first stage of the 2,000 mm Cold Rolling Complex at a ceremony attended<br />
by Russia’s Prime Minister Vladimir Putin. The key product from the 2.0 mtpy complex will be<br />
premium-quality cold-rolled and galvanized steel sheet for exterior and interior car parts.<br />
SEPTEMBER<br />
MMK announced the completion of a USD 485 million deal to buy out 50 % minus one share of<br />
its partner in its Turkish steel JV, thus consolidating 100 % of the MMK Metalurji subsidiary.<br />
NOVEMBER<br />
MMK launched an electronic auction platform for online purchasing of materials and<br />
equipment.<br />
FEBRUARY 2012<br />
MMK’s Anniversary: 80 years ago, on 1 February 1932, MMK’s first blast furnace produced first<br />
pig iron. This day marked the birth of MMK.
<strong>2011</strong> /<br />
ANNUAL REPORT<br />
About Us Sales Markets<br />
Finances<br />
Risks<br />
Social Sphere<br />
Management<br />
Information<br />
<strong>Steel</strong> segment (Russia) <strong>Steel</strong> segment (Turkey) Coal segment<br />
% of consolidated revenue* % of consolidated revenue % of consolidated revenue**<br />
Production output (kt) Production output (kt) Production output (kt)<br />
2010<br />
<strong>2011</strong><br />
2010<br />
<strong>2011</strong><br />
MMK’s Business Model MMK’s Strategic Goals<br />
About the Company<br />
MMK is one of the world’s top steel producers and a leader of the Russian steel sector. Its production<br />
capacity enables MMK to produce 15.6 million tons of quality steel products per year.<br />
93.9% 4.5% 1.6%<br />
10,253<br />
10,653<br />
0 4,000 8,000 12,000<br />
156<br />
0 100 200 300 400 500 600<br />
EBITDA margin (%) EBITDA margin (%)<br />
18.1%<br />
13.3%<br />
2010<br />
<strong>2011</strong><br />
-14.4%<br />
-15%0 -10%<br />
-8.0%<br />
0% 5% 10% 15% 20% -20%<br />
-5%<br />
505<br />
2010<br />
<strong>2011</strong><br />
2010<br />
<strong>2011</strong><br />
2010<br />
<strong>2011</strong><br />
0 500 1,500 2,500 3,500<br />
EBITDA margin (%)<br />
34.2%<br />
2,960<br />
3,216<br />
48.6%<br />
0% 20% 40% 60%<br />
* excluding intra-Group sales<br />
** the majority of coal segment sales (about 76% of volume) is supplied to MMK Group’s parent company (OJSC MMK)<br />
10 11<br />
2<br />
MMK’s key goal is to maintain its long-term<br />
competitiveness on the global steel markets.<br />
To achieve this goal MMK is doing the following:<br />
Diversifying into new of<br />
products<br />
4<br />
Ensuring sustainable development<br />
Expanding its sales markets<br />
1<br />
3<br />
Reducing costs
<strong>2011</strong> /<br />
ANNUAL REPORT<br />
About Us Sales Markets<br />
Finances<br />
Risks<br />
Social Sphere<br />
Management<br />
Information<br />
Markets Expansion<br />
MMK Metalurji (Republic of Turkey)<br />
Project’s Highlights<br />
• State-of-the-art integrated steel-making facility<br />
• Rolled steel capacity: 2.3 mtpy<br />
• Products: hot rolled, galvanized and colour-coated steel<br />
• Start of production: 2010<br />
• Full production capacity to be reached in 2012<br />
• Total project cost: USD 2.4 billion<br />
Istanbul<br />
MMK Metalurji<br />
TURKEY<br />
Iskenderun<br />
MMK Metalurji<br />
12 13<br />
Competitive advantages:<br />
• Favourable geographic position (growing markets of Turkey and other Middle East countries)<br />
• Good logistics (own sea port and plant’s compact size)<br />
• State-of-the-art equipment<br />
• Diversified product mix<br />
The construction of the Turkey steel project started in March 2008. The project, with an annual capacity<br />
of 2.3 million tons of flat steel products, is located on two sites: Iskenderun and Istanbul. Investments<br />
in the project totaled approx. USD 2.4 billion. MMK Metallurji includes an electric arc furnace shop<br />
with a compact casting and rolling unit (CSP), a cold rolling mill, a steel service centre with a hot dip<br />
galvanizing (HDG) and colour coating (CC) lines in Inskenderun, and a steel service centre with an HDG<br />
and CC lines in Istanbul.<br />
The Iskenderun plant also includes a sea port capable of handling vessels up to 100,000 DWT, which is<br />
instrumental to exporting the plant’s products and importing raw materials.<br />
Iskenderun’s EAF shop with a CSP unit was commissioned in March <strong>2011</strong>, with the first steel coil<br />
produced in May <strong>2011</strong>.<br />
MMK Metallurji is expected to reach design capacity during 2012.
<strong>2011</strong> /<br />
ANNUAL REPORT<br />
About Us Sales Markets<br />
Finances<br />
Risks<br />
Social Sphere<br />
Management<br />
Information<br />
Diversification into New Products Cost Reduction<br />
2,000 mm Cold Rolling Complex<br />
Parsytec<br />
Project highlights<br />
Continuous HD galvanizing line<br />
Parsytec, Ra<br />
Parsytec, Ra<br />
• State-of-the-art equipment by SMS Demag AG, Germany<br />
• Capacity: 2 mtpy<br />
• Products: Premium quality cold rolled and galvanized steel sheet<br />
• Start of production: <strong>2011</strong><br />
• Full design capacity to reached in 2012<br />
• Total project cost: USD 1.5 bn<br />
The new 2 mtpy cold rolling complex will produce premium quality cold rolled and galvanized sheet,<br />
including from high strength steel, for the automotive sector.<br />
The first stage of the complex, comprising a tandem mill with a pickling line, was launched in July <strong>2011</strong>.<br />
The 2nd stage is scheduled to come on stream in the summer of 2012.<br />
Once the 2,000 mm Mill reaches full capacity in 2012, we estimate our products will account for about<br />
40 % of the Russian automotive steel market. Though we set our sights on a more ambitious goal of<br />
50 % market share. We are now in the process of having our products tested and certified by potential<br />
customers. Upon completion of this process, we will supply cold rolled products to our subsidiary<br />
Intercos-IV in St. Petersburg, which will process the steel into stamped parts and ship them to domestic<br />
and foreign auto makers working in Russia. In October <strong>2011</strong>, Ford completed a comprehensive audit of<br />
our production facilities.<br />
By mid-2013 MMK plans to start shipping products to all major auto makers active in Russia.<br />
Improving efficiency through cost reduction has always been a priority for MMK, with special cost cutting<br />
measures developed and implemented on an annual basis. In <strong>2011</strong> various organizational and technical<br />
measures yielded savings of USD 177 million, including:<br />
• USD 88 million, through reduced consumption of raw materials and other inputs;<br />
• USD 68 million, through reduced costs for industrial services;<br />
• USD 21 million, through reduced consumption of auxiliary materials.<br />
Portion of fixed costs in MMK’s<br />
production costs (%)<br />
MMK Group’s <strong>2011</strong> cost structure (%)<br />
<strong>Iron</strong> ore<br />
Coal<br />
Scrap<br />
Ferro alloys<br />
Electric power<br />
Natural gas<br />
Salaries and<br />
administration costs<br />
Other costs<br />
The new 2012 cost reduction programme being implemented aims to achieve savings of USD 160 million.<br />
14 15<br />
700<br />
600<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
350<br />
300<br />
250<br />
200<br />
150<br />
100<br />
50<br />
0<br />
Platts (right axis)<br />
287<br />
62<br />
Prices for iron ore materials according<br />
to Platts index and slab cash cost (USD)<br />
323<br />
62<br />
362 362<br />
124<br />
* Premium Peak Downs HCC (price basis - fob Australia)<br />
71<br />
450<br />
110<br />
495 490<br />
Prices for coking coal*<br />
and coal concentrate cash cost (USD)<br />
coal price benchmark (right axis)<br />
163<br />
102<br />
459<br />
131<br />
200<br />
150<br />
100<br />
400<br />
300<br />
250<br />
200<br />
150<br />
100<br />
50<br />
0<br />
50
<strong>2011</strong> /<br />
ANNUAL REPORT<br />
About Us Sales Markets<br />
Finances<br />
Risks<br />
Social Sphere<br />
Management<br />
Information<br />
Sustainable Development Key Performance Indicators<br />
2010<br />
<strong>2011</strong><br />
2010<br />
<strong>2011</strong><br />
Electric<br />
power<br />
Scrap<br />
Coal<br />
<strong>Iron</strong> ore<br />
Supplies of raw materials<br />
and power<br />
Coal concentrate production (kt)<br />
0 500 1,500 2,500 3,500<br />
0 1,000 2,000 3,000 4,000 5,000<br />
0<br />
2,960<br />
3,216<br />
Captive iron ore production (kt)<br />
4,679<br />
4,825<br />
Self-sufficiency level (%)<br />
30%<br />
40%<br />
75%<br />
100%<br />
20 40 60 80 100<br />
Raising the level of selfsufficiency<br />
in iron ore and<br />
coal supplies is one of the<br />
key components of MMK’s<br />
strategy.<br />
In <strong>2011</strong> supplies of captive<br />
iron ore increased 3 % yearon-year,<br />
while production<br />
of coal concentrate in the<br />
Company’s coal segment<br />
grew by 9 %.<br />
2010<br />
<strong>2011</strong><br />
2010<br />
<strong>2011</strong><br />
2010<br />
<strong>2011</strong><br />
HR development Reduced impact<br />
on the environment<br />
Labour productivity (ton/person)<br />
49<br />
51<br />
0 10 20 30 40 50 60<br />
Personnel turnover (%)<br />
2.6%<br />
0.0 0.5 1.0 1.5 2.0 2.5 3.0<br />
Production related injuries<br />
(instances)<br />
19<br />
3.0%<br />
21<br />
0 5 10 15 20 25<br />
In <strong>2011</strong> MMK Group’s<br />
expenditure on improving<br />
labour safety and conditions<br />
totaled over USD 15 million.<br />
2010<br />
<strong>2011</strong><br />
2010<br />
<strong>2011</strong><br />
2010<br />
<strong>2011</strong><br />
Emissions per unit produced (kg/t)<br />
21.4<br />
20.4<br />
0 5 10 15 20 25<br />
Waste processing (kt)<br />
1,767<br />
2,017<br />
0 500 1,000 1,500 2,000 2,500<br />
Power consumption per unit produced<br />
(Gcal/t)<br />
6.3<br />
6.4<br />
0 1 2 3 4 5 6 7 8<br />
MMK has an ISO - certified<br />
environmental management<br />
system since 2004. An ISO<br />
compliance certificate to<br />
the effect was issued by<br />
TUV NORD CERT GmbH,<br />
Germany.<br />
MMK’s capex on<br />
construction of<br />
environmental facilities in<br />
<strong>2011</strong> amounted to over USD<br />
68 million.<br />
16 17<br />
Goal<br />
Sales markets expansion<br />
Diversification<br />
onto new products<br />
Costs reduction<br />
Ensuring<br />
sustainable<br />
development<br />
Indicator<br />
Quantity of steel sales<br />
in tonnes<br />
Share of HVA<br />
products<br />
in the total output<br />
Power consumption<br />
per tonne of liquid steel<br />
Emissions of pollutants<br />
per tonne of steel<br />
Personnel turnover rate<br />
Labour productivity<br />
Achievement<br />
<strong>2011</strong> commercial<br />
product<br />
sales was 11.2 mt,<br />
7 % up on <strong>2011</strong>.<br />
In <strong>2011</strong> the share of HVA<br />
products in total production<br />
decreased by two percentage<br />
points to 36 %.<br />
This indicator shows<br />
the efficiency of power<br />
use in steel production.<br />
In <strong>2011</strong> it was 6.4 Gcal/t.<br />
Emissions declined 21.4 kg/t<br />
in 2010 to 20.4 kg/t in <strong>2011</strong>.<br />
Stayed at a low level<br />
of 3 % in <strong>2011</strong><br />
In <strong>2011</strong> this indicator<br />
reached its peak value<br />
in the last 5 years<br />
– 51 ton/person
<strong>2011</strong> /<br />
B. A. Dubrovsky<br />
ANNUAL REPORT<br />
About Us Sales Markets<br />
Finances<br />
Risks<br />
Social Sphere<br />
Management<br />
Information<br />
MMK CEO Boris Dubrovsky:<br />
Results and Outlook<br />
<strong>Steel</strong> Consumption<br />
MMK’s <strong>2011</strong> budget was based on the assumption<br />
of 18 % growth in steel consumption in Russia,<br />
which guided our plans for increasing deliveries to<br />
the domestic market compared to 2010. However,<br />
Russian steel consumption grew only by 12-15 %<br />
in <strong>2011</strong> according to various estimates. Prices for<br />
raw materials rose together with steel prices in the<br />
first quarter of <strong>2011</strong>, but then continued to grow<br />
in the remaining part of the year. By the middle of<br />
the year, prices for iron ore and coal had risen by<br />
30%, having reached record high prices. In order to<br />
retain customers and withstand competition, MMK<br />
was forced to sell finished products with a margin<br />
lower than 10 % for several months. The situation<br />
stabilized only in the middle of the fourth quarter<br />
due to a global decline in iron ore and coal prices.<br />
Due to rising prices for key raw materials in <strong>2011</strong>,<br />
production cost per unit grew by 20 % compared to<br />
2010. Rising costs were partially compensated by<br />
higher steel prices. Cost reduction measures were<br />
undertaken to maintain margins at acceptable<br />
levels.<br />
Performance<br />
MMK Group produced 11.2 million tons of steel, 3.2<br />
million tons of coal concentrate and 465 thousand<br />
tons of metalware in <strong>2011</strong>. The Group’s <strong>2011</strong><br />
revenue was USD 9.306 billion, an increase of 21 %<br />
from 2010. Russian steel segment revenue stood<br />
at USD 8.9 billion, coal segment revenue was USD<br />
649 million, and revenue for MMK-Metalurji in<br />
Turkey was USD 458 million. Hot-rolled products<br />
accounted for 47 % of <strong>2011</strong> revenue, while high<br />
value-added (HVA) products contributed 36 % in<br />
<strong>2011</strong>. Increasing the share of revenue from HVA<br />
products is a strategic task for MMK. Substantial<br />
investments were undertaken to achieve this<br />
strategic task in recent years, and we expect to<br />
increase the share of HVA products to 45 % in<br />
terms of volume and 50 % in monetary terms in<br />
the near future. The Group’s EBITDA stood at USD<br />
1.336 billion, with an EBITDA margin of 14.4 %.<br />
The steel making segment, with USD 1 billion, and<br />
the coal segment, with USD 222 million, were the<br />
largest contributors to EBITDA.<br />
Investments<br />
Investments in <strong>2011</strong> totalled USD 1.2 billion,<br />
with USD 790 million spent at the <strong>Magnitogorsk</strong><br />
site and USD 176 million in Turkey. While we<br />
will continue to invest in production, we have<br />
introduced new principles for budgeting, the key<br />
one being "living within our means."<br />
Magnitka is rightfully proud of its modernization<br />
effort. We have achieved a great deal and done a<br />
good job, implementing highly efficient projects<br />
on very tight timeframes. But at some point our<br />
expenditures on investments exceeded what we<br />
could achieve through our own operating activities.<br />
We have resolved to reduce the Company’s debt<br />
burden. The 2012 budget is deficit-free and<br />
balanced. Similar to <strong>2011</strong>, our investments should<br />
not exceed our ability to finance the projects<br />
ourselves.<br />
Strategic Goal<br />
One of MMK’s strategic goals is to become a<br />
leading steel supplier for automakers in Russia.<br />
Construction of a state-of-the-art cold rolling<br />
shop including the 2,000 mm cold rolling mill is<br />
in its final stages. The 2 million ton per year steel<br />
production facility will provide the automotive<br />
industry with high-quality cold-rolled and<br />
galvanized flat products, including products that<br />
use high-strength steel.<br />
ММК has been actively developing new products<br />
for the automotive industry for several years. The<br />
Company has undertaken a program of acceptance<br />
of its steel products by Russian and foreign<br />
automakers, according to which MMK’s production<br />
processes and products are to be approved by<br />
major global automotive groups (including Ford<br />
Motor Company, General Motors, Volkswagen,<br />
Renault-Nissan and Hyundai-Kia) and Russian<br />
automakers (including AvtoVAZ).<br />
Other major initiatives have been implemented as<br />
part of the MMK Group’s innovation programme.<br />
In <strong>2011</strong>, we started using a SAP-based master<br />
planning system to optimize and enhance<br />
production performance. In 2012, we plan to adopt<br />
a scheduling system.<br />
As a result of these achievements we can look<br />
to the future with confidence. We have a good<br />
understanding of how and by what means we can<br />
achieve our 2012 targets, thus laying a strong<br />
foundation for the Company’s sustainability and<br />
fast growth.<br />
Continuity of Tradition<br />
<strong>Magnitogorsk</strong> <strong>Iron</strong> and <strong>Steel</strong> <strong>Works</strong> celebrated<br />
its 80th anniversary in early 2012. It is difficult<br />
to overstate the significance of this anniversary.<br />
MMK started its history as the most ambitious<br />
construction project of the 20th century, and eight<br />
18 19<br />
decades later it is one of Russia’s largest steel<br />
manufacturers. MMK has made an important<br />
contribution to the development of the domestic<br />
steel-making industry, and to Russia's economy in<br />
general.<br />
Each generation of MMK employees has the right<br />
to claim heroic achievements, to say the least.<br />
All those who built the plant, who produced the<br />
first ton of hot metal, who worked and fought<br />
during World War II, who set production records<br />
in Soviet times, and who overcame the difficulties<br />
of Perestroika and the global recession. They all<br />
deserve deep respect and gratitude. Today the<br />
fundamental tradition of Magnitka’s steelmakers to<br />
rely only on their own resources and qualifications,<br />
and never on luck, remains unchanged.<br />
Social Priorities<br />
We are well aware that it is impossible to ensure<br />
further sustainable growth without preserving and<br />
developing our human resources, and we make<br />
our best efforts to pursue a responsible social<br />
policy. In <strong>2011</strong>, ММК spent over RUB 1 billion on<br />
various social programmes. Over RUB 437 million<br />
were committed to supporting retirees and for<br />
charity purposes. We allocated RUB 243 million<br />
for medical purposes. We plan to increase social<br />
support in 2012.<br />
I would like to thank our employees for their<br />
invaluable contribution to the Company’s growth<br />
and excellent performance.<br />
Our Customers<br />
We place a special focus on developing<br />
relationships with our customers. Close<br />
cooperation is a precondition of mutual growth.<br />
Customers are a valuable asset for MMK, just<br />
like our production facilities. Our obligations<br />
to customers must be performed in full and on<br />
schedule. A great deal has already been done in<br />
this sphere to enable us to strengthen our presence<br />
on domestic and international markets.
<strong>2011</strong> /<br />
20<br />
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About Us Sales Markets<br />
Finances<br />
Risks<br />
Social Sphere<br />
Management<br />
Information<br />
Other products and services Raw materials mining<br />
Sinter, coke<br />
and processing<br />
and blast furnace division<br />
CJSC Mekhano-Remontny Kompleks<br />
<strong>Steel</strong> structures,<br />
replaceable<br />
equipment,<br />
mill rolls,<br />
maintenance<br />
and repair<br />
services<br />
Construction,<br />
erection<br />
and repairs<br />
107.5 thousand t<br />
of equipment;<br />
services rendered<br />
for RUB 6.7 bn<br />
MMK as priority customer<br />
(up to 72% of sales)<br />
Services rendered<br />
for RUB 2.7 bn<br />
Lime,<br />
dolomite,<br />
iron ore mining<br />
CJSC Stroitelny Kompleks OJSC Belon<br />
MMK as priority customer<br />
(up to 73% of sales)<br />
Installation<br />
and repair<br />
of electrical<br />
equipment,<br />
maintenance<br />
services<br />
Mining<br />
and processing<br />
of coking coal<br />
LLC Elektroremont CJSC Profit<br />
Services<br />
rendered<br />
for RUB 2.1 bn<br />
MMK as priority customer<br />
(up to 88% of sales)<br />
2 473 000 t<br />
of ore,<br />
833 000 t<br />
of dolomite,<br />
1 012 000 t<br />
of lime<br />
4 036 000 t<br />
of run<br />
of mine coal;<br />
3 216 000 t<br />
of coal<br />
concentrate<br />
produced<br />
MMK as priority customer<br />
(up to 78% of sales)<br />
Collection<br />
and processing<br />
of scrap<br />
2 322 000 t<br />
LLC NPO Avtomatika LLC Bakal Mining Administration<br />
Service<br />
maintenance<br />
and repairs of<br />
automatic<br />
process control<br />
systems<br />
Services<br />
rendered<br />
for RUB 1.3 bn<br />
MMK as priority customer<br />
(up to 92% of sales)<br />
MMK as priority customer<br />
(up to 99% of sales)<br />
Siderite iron ore<br />
(52% Fe),<br />
calcined siderite<br />
concentrate,<br />
sinter ore<br />
1 404 000 t of ore;<br />
1 040 000 t of<br />
calcined siderite<br />
concentrate<br />
MMK as priority customer<br />
(up to 77% of sales)<br />
LLC Buskul<br />
Refractory clay 308 000 t<br />
the MMK Group as priority customer<br />
LLC Ogneupor<br />
Aluminosilicate 220 000 t<br />
and periclasecarbonaceous<br />
refractories<br />
MMK as priority customer<br />
(up to 77% of sales)<br />
OJSC <strong>Magnitogorsk</strong><br />
Cement and Refractories Plant<br />
Cement<br />
and ferruginous<br />
dolomite<br />
576 000 t<br />
of cement,<br />
462 000 t<br />
of ferruginous<br />
dolomite<br />
Ferruginous dolomite - 100% by ММК;<br />
Cement - the Ural Region<br />
Production<br />
of coke, sinter,<br />
pig iron<br />
5 386 000 t<br />
of coke,<br />
11 316 000 t<br />
of sinter,<br />
9 496 000 t<br />
of pig iron<br />
<strong>Steel</strong> melting<br />
in basic oxygen,<br />
electric arc<br />
and open-hearth<br />
furnaces<br />
<strong>Steel</strong> melting<br />
in electric arc<br />
furnaces<br />
<strong>Steel</strong> melting Hot rolled products Cold rolled products Downstream steel processing <strong>Steel</strong> sales<br />
11 724 000 t<br />
of crude steel<br />
471 000 of steel<br />
HR products 9 668 000 t<br />
with a thickness of HR products,<br />
of 1.2 - 160 mm 1 504 000<br />
and long products of long products<br />
HR products<br />
with a thickness<br />
of 1 - 8 mm<br />
416 000 t<br />
of HR products<br />
MMK Metalurji<br />
OJSC <strong>Magnitogorsk</strong> <strong>Iron</strong> and <strong>Steel</strong> <strong>Works</strong><br />
CR products<br />
with a thickness<br />
of 0.35 to 3 mm<br />
CR products<br />
with a thickness<br />
of 0.25 to 2 mm<br />
MAGNITOGORSK<br />
IRON & STEEL<br />
WORKS<br />
MAGNITOGORSK<br />
Products<br />
and services<br />
2 133 000 t<br />
of CR products<br />
383 000 t<br />
of CR products<br />
Company's name<br />
Sales market<br />
Gross output<br />
in <strong>2011</strong><br />
Galvanized<br />
and colour<br />
coated rolled<br />
products, tin<br />
plate, formed<br />
section, tubes<br />
Galvanized<br />
and colour<br />
coated rolled<br />
products<br />
Wire, CR narrow<br />
strips, strip,<br />
railway and<br />
mechanical<br />
fasteners,<br />
calibrated steel,<br />
steel mesh,<br />
nails, steel rope<br />
Stamped parts,<br />
the steel service<br />
centre<br />
Corrugated floor<br />
board, steel tile,<br />
siding, sandwich<br />
panels, formed<br />
sections<br />
819 000 t<br />
of galvanized<br />
products,<br />
288 000 t<br />
of colour coated<br />
products,<br />
136 000 t<br />
of tin plate,<br />
258 000 t<br />
of formed section,<br />
57 000 t of tubes<br />
361 000 t<br />
of galvanized<br />
products,<br />
138 000 t<br />
of colour<br />
coated products<br />
465 000 t<br />
of metalware<br />
Sales<br />
of steel products<br />
Sales<br />
of steel<br />
products<br />
OJSC MMK-Metiz<br />
CJSC Intercos-IV<br />
Domestic market, CIS<br />
Sales<br />
of metalware<br />
Turkish market<br />
Russia<br />
(22% of sales)<br />
33 000 t Sales<br />
of stamped parts<br />
MMK Group<br />
Leningrad Region<br />
5 064 000 t<br />
of products sold<br />
438 000 t<br />
of products sold<br />
466 000 t<br />
of products sold<br />
33 000 t<br />
of products sold<br />
OJSC MMK-Profil-Moskva LLC MMK Trading House<br />
62 000 t Sales of products<br />
of MMK,<br />
MMK-Profil-Moskva<br />
947 000 t<br />
of products<br />
Russia, CIS<br />
MMK Trading<br />
Sales of products<br />
of ММК and<br />
MMK Metalurji<br />
3 532 000 t<br />
of products sold<br />
Middle East, Europe, Asia<br />
21
<strong>2011</strong> /<br />
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About Us Sales Markets<br />
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Social Sphere<br />
Management<br />
Information<br />
New horizons<br />
Products for the automotive and construction sectors<br />
93, Ul.Kirova, <strong>Magnitogorsk</strong>, Russia. Tel.: 8-800-775-000-5 (toll free in Russia). Fax: (3519) 24 73 09<br />
www.mmk.ru<br />
22 23
<strong>2011</strong> /<br />
ANNUAL REPORT<br />
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Social Sphere<br />
Management<br />
Information<br />
Overview and Analysis of the <strong>Steel</strong> Market<br />
According to the World <strong>Steel</strong> Association, global steel production reached 1.5 billion tonnes in <strong>2011</strong>, an<br />
increase of 6.8% over 2010. Apparent steel consumption grew by 6.5 %, reaching 1.4 billion tonnes in<br />
<strong>2011</strong>.<br />
<strong>2011</strong><br />
2010<br />
2009<br />
2008<br />
2007<br />
A key contributor to growing global steel production and consumption in the past decade was China. The<br />
country’s production grew 8.9 % in <strong>2011</strong>, reaching 696 million tonnes, and apparent consumption was up 7.5 %<br />
to 643 million tonnes.<br />
700<br />
600<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
0<br />
59<br />
2001<br />
RUSSIA<br />
151<br />
Global <strong>Steel</strong> Production and Consumption<br />
800 1,200 1,600<br />
2002<br />
<strong>Steel</strong> Production in Russia and China<br />
CHINA<br />
2003<br />
66<br />
281<br />
2004<br />
2005<br />
In <strong>2011</strong> Russia increased crude steel production by 2.4 % to 68.4 million tonnes. Despite this growth,<br />
India overtook Russia in <strong>2011</strong> as the #4 global steel producer, increasing steel production by 5.7 % to 72<br />
million tonnes in <strong>2011</strong>. The other top global producers are China (696 million tonnes), Japan (108 million<br />
tonnes) and the USA (86 million tonnes).<br />
2006<br />
72<br />
490<br />
2007<br />
2008<br />
<strong>Steel</strong> production, m tonnes<br />
<strong>Steel</strong> consumption, m tonnes<br />
2009<br />
2010<br />
68<br />
696<br />
<strong>2011</strong><br />
700<br />
600<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
<strong>Steel</strong> production at MMK in <strong>2011</strong> grew by 3 % (to 11.7 million tonnes), at a rate on par with the average<br />
for Russia.<br />
Crude <strong>Steel</strong> Production at MMK Finished Products Production at MMK<br />
<strong>2011</strong><br />
11.7 miliion tonnes<br />
2010<br />
11.4 million tonnes<br />
24 25<br />
250<br />
200<br />
150<br />
100<br />
50<br />
0<br />
2007<br />
222<br />
154 150<br />
60%<br />
5%<br />
29%<br />
7%<br />
9%<br />
66%<br />
15%<br />
+3 %<br />
18%<br />
Share of domestic sales, %<br />
17%<br />
56%<br />
<strong>2011</strong><br />
10.6 million tonnes<br />
2010<br />
10.2 million tonnes<br />
MMK has successfully increased its share of the Russian finished steel goods market for two years in a<br />
row: from 17 % in 2009 to 17.7 % in 2010, and 17.9 % in <strong>2011</strong>.<br />
Structure of Russian <strong>Steel</strong> Production Market in <strong>2011</strong><br />
Russian and CIS Markets<br />
ММК<br />
Severstal ChMK<br />
In <strong>2011</strong> shipments to the domestic market (including the CIS) totalled 7.2 million tonnes, an increase of<br />
2 %. The share of domestic shipments in MMK’s sales decreased by 2 %, from the highest-ever level of<br />
67 % in 2010.<br />
As high value added products prevail in domestic sales, the average price per tonne for steel products<br />
on the domestic market has historically enjoyed a premium over average export prices. Average<br />
domestic steel prices were USD 241/t higher than average export prices in <strong>2011</strong>.<br />
NLMK<br />
ZSMK<br />
MMK's Share of Domestic Sales as a Function of Price Premium<br />
190<br />
241<br />
69% 67%<br />
2008 2009 2010 <strong>2011</strong><br />
NTMK<br />
Other<br />
Domestic price premium, USD/t<br />
100%<br />
90%<br />
80%<br />
70%<br />
60%<br />
50%<br />
40%<br />
30%<br />
20%<br />
+4 %
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Based on the structure of apparent consumption of the output of Russian steelmakers in <strong>2011</strong>, MMK remains<br />
the leading Russian steelmaker.<br />
MMK’s share of the Russian market in <strong>2011</strong> was 16 %. Apparent steel consumption in Russia grew twice<br />
as fast as world consumption in <strong>2011</strong>, and amounted to 12 %, with imports growing by 31 %.<br />
18%<br />
16%<br />
14%<br />
12%<br />
10%<br />
8%<br />
6%<br />
4%<br />
2%<br />
0%<br />
15%<br />
2007<br />
16%<br />
* source: Metal-Courier information agency<br />
Apparent Consumption of Russian <strong>Steel</strong>makers’ Output for <strong>2011</strong><br />
3%<br />
25%<br />
17%<br />
17%<br />
6%<br />
13%<br />
Foreign steelmakers are especially active in the HVA product segment.<br />
4%<br />
16%<br />
6%<br />
ММК<br />
15%<br />
8%<br />
12%<br />
17%<br />
41.3 38.4<br />
26.9 36.9 41.5<br />
In the HVA product segment, Russian companies only managed to increase market share in colour-coated<br />
steel products in <strong>2011</strong>.<br />
ММК<br />
Severstal<br />
NLMK<br />
ZSMK<br />
NTMK<br />
Shares of MMK and Imports in Russia*<br />
Impor ts<br />
17%<br />
14%<br />
Apparent consumption of steel products<br />
16%<br />
ChMK<br />
Imports<br />
Ural <strong>Steel</strong><br />
Other<br />
16%<br />
2008 2009 2010 <strong>2011</strong><br />
80<br />
70<br />
60<br />
50<br />
40<br />
30<br />
20<br />
10<br />
0<br />
26 27<br />
Galvanized products<br />
22%<br />
Galvanized products<br />
67%<br />
20%<br />
Colour coated products<br />
12%<br />
21%<br />
HR plate<br />
13%<br />
-5%<br />
CR products<br />
40%<br />
11%<br />
Change in imports<br />
Change in consumption<br />
MMK felt the full effect of growing imports in <strong>2011</strong>. Our share in domestic sales of HVA products<br />
decreased across all categories, with the exception of colour coated products. Our 1 % increase in<br />
market share was driven by 32 % growth in sales of colour coated products in 2010. While sales of cold<br />
rolled products in <strong>2011</strong> increased by 8 % compared to 2010, this was not sufficient to prevent a 1 %<br />
decrease in market share.<br />
16%<br />
-14%<br />
Impact of Imports on the Domestic Market for HVA Products in <strong>2011</strong><br />
Colour coated products<br />
13% 14%<br />
Changes in MMK's Domestic HVA Products Market Share<br />
32%<br />
HR plate<br />
19% 17%<br />
-11%<br />
CR products<br />
22% 21%<br />
Change in MMK's domestic sales<br />
MMK’s largest domestic customers are from the pipe making, machine building and construction industries.<br />
Over the last five years their aggregate share in MMK’s sales has increased from 51 % to 68 %.<br />
8%<br />
MMK 2010 market share<br />
MMK <strong>2011</strong> market share
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Pipe Making Industry<br />
Russian pipe makers accounted for 33 % of MMK’s sales in <strong>2011</strong>, down from the high of 37 % reached in<br />
2009-2010. MMK’s steel products made up 29 % of consumption by pipe making companies.<br />
In <strong>2011</strong> pipe makers and steelmakers alike were affected by growing imports. According to the Ministry<br />
of Industry and Trade, the 17 % growth of pipe consumption in Russia was only partially covered by a 9 %<br />
increase in production. In <strong>2011</strong> pipe imports increased by 20 %, while export volumes remained unchanged.<br />
10,000<br />
5,000<br />
6,000<br />
5,000<br />
4,000<br />
3,000<br />
2,000<br />
1,000<br />
0<br />
Production growth +9%<br />
2010<br />
MMK Domestic Sales by Sector, ‘000 tonnes<br />
20%<br />
29%<br />
4%<br />
27%<br />
20%<br />
16%<br />
27%<br />
6%<br />
24%<br />
26%<br />
11%<br />
26%<br />
11%<br />
15%<br />
37%<br />
2007 2008 2009 2010 <strong>2011</strong><br />
<strong>2011</strong><br />
12%<br />
18%<br />
12%<br />
21%<br />
37%<br />
Consumption<br />
growth<br />
+17%<br />
12%<br />
20%<br />
14%<br />
21%<br />
33%<br />
Other<br />
Regional distribution<br />
Construction<br />
Machine building<br />
Pipe making<br />
Pipe consumption in Russia<br />
Russian pipe production<br />
Pipe exports<br />
Pipe imports<br />
Consumption of Russian-made pipes<br />
The highly profitable market for large diameter pipes shrank in <strong>2011</strong>. Pipe production decreased by<br />
119,000 tonnes (–3.9 %), and pipe consumption by 48,000 tonnes (–1.4 %). Both imports (+155,000<br />
tonnes) and exports (+83,000 tonnes) increased year-on-year.<br />
Faster import growth is currently held in check by customs duties of 15-20 %. However, with ratification<br />
of the WTO Protocol, import duties will decrease to 0-10 %, including during the transition period.<br />
These developments mean that, in the coming years, competition and quality requirements for pipe<br />
makers and plate manufacturers will increase.<br />
Machine Building<br />
In <strong>2011</strong>, the share of shipments to the machine building sector remained unchanged from 2010 at 21 %.<br />
Product volumes amounted to 1.4 million tonnes, with 42 % going to the railway car building industry<br />
and 34 % to the automotive sector.<br />
The railway car building sector has grown rapidly in recent years. In 2010 rolling stock manufacturing<br />
capacity doubled, and in <strong>2011</strong> it expanded by a further 24 % to 63,000 railway cars. According to Russia’s<br />
Railway Transport Development Strategy 2030, annual demand for new railway cars will exceed 70,000<br />
units by 2015.<br />
Meeting demand from transport companies means that railway car builders fully utilize available<br />
manufacturing capacity, and consequently that MMK’s sales to companies in the sector will remain at a<br />
high level.<br />
The Russian automotive sector also grew quickly in <strong>2011</strong>. Truck production increased by 33 % to about<br />
200,000 units, and car production rose by 44.5 % to 1.7 million units.<br />
Car sales increased by 39 %, reaching 2.6 million units in <strong>2011</strong>. In 2012 car sales are forecast to continue<br />
growing, reaching a total of 2.8 million units.<br />
The Russian government’s moves to increase production, and the level of localization of manufacturing,<br />
by foreign automakers in Russia are likely to lead to further production growth and increased<br />
consumption of Russian steel products by car makers.<br />
In <strong>2011</strong> MMK shipped 13.5 % more steel products to car makers than in 2010.<br />
The automotive sector accounted for 7 % of MMK’s domestic shipments of steel products by volume in<br />
<strong>2011</strong>, up from 6.4 % in 2010. MMK’s biggest customers in the sector are AvtoVAZ, KamAZ and the GAZ<br />
Group.<br />
MMK is actively developing new product types for the automotive sector. The Company has adopted<br />
and is implementing a certification programme for its steel products by Russian and foreign car makers,<br />
under which seeks to have its processes and products approved by leading global car makers (including<br />
Ford Motor Company, General Motors, Volkswagen, Renault-Nissan, Hyundai-Kia) as well as Russian<br />
producers (such as AvtoVAZ). The certification programme also covers component producers based in<br />
Russia.<br />
28 29
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Construction Sector<br />
The relatively sluggish activity seen in the construction sector in 2010 persisted in the first half of <strong>2011</strong>,<br />
but the third quarter saw a positive trend in investments.<br />
In total, according to the Ministry of Economic Development, construction increased in value terms by<br />
5.1 % year-on-year.<br />
Housing construction totalled 62.3 million sq m, 6.6 % up on 2010 (compared to a 2.4 % year-on-year<br />
decline in 2010).<br />
Consumption of long products in the construction sector increased by 16.6 % in <strong>2011</strong> year-on-year, while<br />
total shipments of long products by MMK increased by 27 %.<br />
Outlook<br />
Forecasts suggest that Russia’s steelmaking sector will continue its fast growth in the coming years,<br />
with steel consumption in the country likely to increase by 14 % by 2013 compared to the level of <strong>2011</strong>.<br />
An important growth factor will be direct and indirect government spending, such as record military<br />
orders and higher volumes of housing and infrastructure construction.<br />
Significant funds spent on providing social services and improving living standards should increase<br />
domestic demand for durables.<br />
Ongoing construction of facilities for “national projects” – in particular the 2013 World University<br />
Games, the 2014 Olympic Winter Games and the football World Cup in 2018 – will also contribute to<br />
demand for steel products.<br />
Export<br />
In <strong>2011</strong> export shipments increased by 8 % year-on-year.<br />
Demand from the Middle East was a major source of export growth. Shipments increased by 44 %, and<br />
as a share of MMK’s total exports the region increased from 48 % to 64 %. Key countries for MMK in the<br />
region are Iran (47 % of total export volumes) and Turkey (11 %).<br />
MMK Exports by Region, ‘000 tonnes<br />
Shipments to Asia and the Far East fell due to the growth of domestic steel production in those countries.<br />
Exports to China and India over the last three years have reached their lowest historical volumes. In<br />
<strong>2011</strong> MMK’s largest customer in the region was Vietnam, accounting from 5 % of total exports. Further<br />
development of the local steelmaking industry may close this market for us.<br />
In <strong>2011</strong>, shipments to Europe fell by just 40,000 tonnes despite the economic slowdown and shutdowns<br />
of steelmaking plants in the region. The biggest European buyer of MMK’s products is Italy (9 % of total<br />
exports).<br />
Key Importers of MMK <strong>Steel</strong> Products, ‘000 tonnes<br />
Key export products are hot rolled products (81 %). High value added products account for 9 % of<br />
exports.<br />
30 31<br />
5,000<br />
4,000<br />
3,000<br />
2,000<br />
1,000<br />
0<br />
3,000<br />
2,500<br />
2,000<br />
1,500<br />
1,000<br />
500<br />
0<br />
25%<br />
12%<br />
50%<br />
29%<br />
20%<br />
38%<br />
11%<br />
35%<br />
43%<br />
20%<br />
19%<br />
48%<br />
18%<br />
10%<br />
64%<br />
2007 2008 2009 2010 <strong>2011</strong><br />
14%<br />
9%<br />
7%<br />
6%<br />
7%<br />
27%<br />
7%<br />
11%<br />
8%<br />
33%<br />
9%<br />
11%<br />
47%<br />
2009 2010 <strong>2011</strong><br />
Vietnam<br />
India<br />
China<br />
Brazil<br />
Italy<br />
Turkey<br />
Iran<br />
Central and Latin America<br />
Africa<br />
North America<br />
Europe<br />
Asia and Far East<br />
Middle East
<strong>2011</strong> /<br />
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Information<br />
32 33<br />
New technology,<br />
new potential<br />
93, Ul.Kirova, <strong>Magnitogorsk</strong>, Russia. Tel.: 8-800-775-000-5 (toll free in Russia). Fax: (3519) 24 73 09<br />
www.mmk.ru
<strong>2011</strong> /<br />
ANNUAL REPORT<br />
About Us Sales Markets<br />
Finances<br />
Risks<br />
Social Sphere<br />
Management<br />
Information<br />
Financial review<br />
MMK Group Financial performance<br />
12,000<br />
10,000<br />
8,000<br />
6,000<br />
4,000<br />
2,000<br />
0<br />
Revenue, USD million<br />
Last year the global economy continued its gradual recovery from the recession of 2008–2009.<br />
Thanks to increased demand for durable goods and rising capital investments, demand for steel from<br />
key consuming industries (construction, machine building, automotive, etc.) rose. Implementation of<br />
infrastructure projects initiated during the recession also helped to support demand.<br />
We expect that the global economy will continue growing in 2012, which will have a positive effect on<br />
steel demand. As a result, we believe that the Company’s revenue may approach pre-crisis levels.<br />
Analysis of y-o-y Change in MMK Group Revenue, USD million<br />
10,000<br />
8,000<br />
6,000<br />
4,000<br />
2,000<br />
0<br />
7,719<br />
8,197<br />
2010<br />
Revenue<br />
10,550<br />
2007 2008 2009 2010 <strong>2011</strong><br />
251<br />
Change<br />
in sales<br />
volumes<br />
5,081<br />
1,229<br />
Change<br />
in product<br />
prices<br />
7,719<br />
107<br />
Other<br />
factors<br />
9,306<br />
9,306<br />
<strong>2011</strong><br />
Revenue<br />
In <strong>2011</strong> revenue from sales stood at USD 9,306 million (up 21 % from 2010). Revenue rose mainly due to<br />
higher sales volumes and prices.<br />
<strong>2011</strong> Revenue Structure by Product Type<br />
Revenue Structure by Segment, USD million<br />
Segment 2010 <strong>2011</strong> Change Change, %<br />
<strong>Steel</strong> segment (Russia) 7,425 8,736 1,311 18 %<br />
<strong>Steel</strong> segment (Turkey) 137 417 280 204 %<br />
Coal segment 157 153 (4) –3 %<br />
Total 7,719 9,306 1,587 21 %<br />
The Russian steel segment accounts for the majority of MMK Group’s revenue (94 %). Significant<br />
progress on ramping up production in Turkey helped revenue from the Turkish steel segment increase<br />
by over 200 %, with the segment’s share of Group revenue reaching 4 %. The coal segment accounts for<br />
just around 2 % of Group revenue due to the fact that the majority of this segment’s output is consumed<br />
within the Group.<br />
34 35<br />
5%<br />
11%<br />
3%<br />
9%<br />
12%<br />
60%<br />
Flat products<br />
Long products<br />
Coated products<br />
Metalware<br />
Cold-formed products<br />
Others
<strong>2011</strong> /<br />
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Management<br />
Information<br />
100 %<br />
90 %<br />
80 %<br />
70 %<br />
60 %<br />
50 %<br />
40 %<br />
30 %<br />
20 %<br />
10 %<br />
0 %<br />
2010 <strong>2011</strong><br />
Other costs<br />
Mine drifting<br />
Wages and insurance<br />
Depreciation<br />
Raw and input materials<br />
In <strong>2011</strong> production costs stood at USD 7.8 billion (up 30 % from 2010). Costs rose due to higher sales<br />
volumes, indexation of prices for products and services provided by natural monopolies (energy tariffs<br />
and railway rates) and significantly higher raw materials prices. Rising prices were partially mitigated by<br />
MMK Group’s vertical integration in the coal concentrate industry. The Company’s partial self-sufficiency<br />
in electricity production also offset the effect of rising electricity prices.<br />
General running and<br />
administrative costs<br />
MMK Group Production Cost Breakdown<br />
Commercial and Administrative Costs, USD million<br />
Percentage of revenue 6.4 % 6.0 %<br />
2010 <strong>2011</strong> Сhange Change (%)<br />
495 560 65 13 %<br />
Commercial costs 565 499 –66 –12 %<br />
Percentage of revenue 7.3 % 5.3 %<br />
In <strong>2011</strong> general running and administrative costs increased by 13 %, although as a proportion of revenue<br />
they fell to 6.0 %. Commercial costs decreased by 12 %, and accounted for a smaller share of revenue in<br />
the second half of the year.<br />
MMK Group EBITDA Calculation, USD million<br />
36 37<br />
2010 <strong>2011</strong><br />
Operating profit 610 365<br />
Adjustments for EBITDA<br />
calculation<br />
— —<br />
Depreciation and amortization 826 887<br />
Losses from write off of fixed<br />
assets<br />
Share in income of related<br />
companies<br />
159 70<br />
11 14<br />
EBITDA 1,606 1,336<br />
EBITDA margin, % 21 % 14 %<br />
In <strong>2011</strong>, EBITDA totalled USD 1,336 million (down 17 % on 2010), with an EBITDA margin of 14 %<br />
(compared to 21 % in 2010).<br />
MMK Group EBITDA by Segment, USD million<br />
2010 <strong>2011</strong> Change<br />
EBITDA 1,606 1,336 (270)<br />
<strong>Steel</strong> segment (Russia) 1,347 1,187 (160)<br />
<strong>Steel</strong> segment (Turkey) (11) (66) (55)<br />
Coal segment 270 222 (48)<br />
The Russian steel segment historically accounts for most of the Group’s EBITDA (89 % in <strong>2011</strong>). The coal<br />
segment accounted for a further 17 % of EBITDA. The Turkish steel segment recorded negative EBITDA<br />
as the project has not yet reached full production capacity and target performance.
<strong>2011</strong> /<br />
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Information<br />
The change in EBITDA was mainly due to revenue growing at a slower rate than production and<br />
operating costs.<br />
MMK Group Net Income, USD million<br />
2010 <strong>2011</strong> Сhange<br />
Operating profit 610 365 (245)<br />
Financial expenses (140) (190) (50)<br />
Financial income 8 15 7<br />
Exchange rate differences (24) (118) (94)<br />
Other income and expenses (164) (213) (49)<br />
Profit (loss) before tax 290 (141) (431)<br />
Income tax (58) 16 74<br />
Profit (loss) for the reporting period 232 (125) (357)<br />
Attributable to minority interests (22) (5) 17<br />
Attributable to shareholders of the parent<br />
company<br />
Analysis of y-o-y Change in MMK Group EBITDA, USD million<br />
3,000<br />
2,500<br />
2,000<br />
1,500<br />
1,000<br />
500<br />
0<br />
1,606<br />
2010<br />
EBITDA<br />
63<br />
MMK's<br />
production<br />
volume<br />
1,229 -919<br />
Price<br />
of MMK's<br />
products<br />
Price<br />
of raw<br />
materials<br />
-539<br />
Other<br />
factors<br />
-48 -55<br />
Change<br />
in Belon's<br />
EBITDA<br />
Change<br />
in EBITDA<br />
of MMK-Metalurji<br />
1,336<br />
<strong>2011</strong><br />
EBITDA<br />
254 (120) (374)<br />
The increase in financial expenses was due to borrowed funds raised for business development. Other<br />
costs rose mainly due to an increase in social tax payments.<br />
The negative exchange rate difference of USD 118 million had a significant influence on financial<br />
performance in <strong>2011</strong>.<br />
The Company recorded a net loss of USD 125 million for the period, of which USD 120 million was<br />
attributable to shareholders of the parent company.<br />
<strong>Steel</strong> production<br />
unit of<br />
measure<br />
Thousand<br />
tonnes<br />
Russia steel segment<br />
38 39<br />
2010 <strong>2011</strong> Сhange Change (%)<br />
10,253 10,653 400 4 %<br />
Revenue from sales including USD million 7,436 8,914 1,478 20 %<br />
Sales to the Group’s<br />
companies<br />
USD million 11 178 167 в 17 x<br />
Third parties USD million 7,425 8,736 1,311 18 %<br />
EBITDA USD million 1,347 1,187 –160 –12 %<br />
EBITDA margin % 18.1 % 13.3 % –4.8 %<br />
EBITDA per ton of steel<br />
products<br />
USD/t 131 111 –20 –15 %<br />
Capital expenditures USD million 1,451 859 –592<br />
The Group’s financial performance is substantially driven by the Russian steel segment, which includes<br />
OJSC MMK and its steel producing subsidiaries in <strong>Magnitogorsk</strong>; MMK-METIZ Metalware and Sizing Plant;<br />
the downstream steel processing plants MMK-Profil-Moskva and Intercos-IV; and trading companies.<br />
Thanks to improved market conditions, in <strong>2011</strong> revenue from sales to third parties rose by 18 % year-onyear<br />
to USD 8,736 million.<br />
In <strong>2011</strong>, capex in the steel segment was USD 859 million, or 74 % of total investments. Capital<br />
expenditure focused on construction of the cold-rolling complex and other projects at the <strong>Magnitogorsk</strong><br />
production site.
<strong>2011</strong> /<br />
<strong>Steel</strong> production<br />
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Turkish steel segment<br />
unit of measure 2010 <strong>2011</strong> Сhange<br />
Thousand<br />
tonnes<br />
156 505 349<br />
Revenue from sales including USD million 138 458 320<br />
Sales to the Group’s<br />
companies<br />
USD million 1 41 40<br />
Third parties USD million 137 417 280<br />
EBITDA USD million –11 –66 –55<br />
EBITDA margin % –8.0 % –14.4 % –6.4 %<br />
EBITDA per ton of steel<br />
products<br />
USD/t –71 -131 –60<br />
Capital expenditures USD million 658 176 –482<br />
The Turkish steel segment includes ММК Metalurji, a steel producer located at two sites in Turkey:<br />
Iskenderun and Istanbul.<br />
Output and sales revenue were both several times higher than in 2010 due to progress made on bringing<br />
the project towards full capacity. However, the segment’s financial performance remained negative.<br />
Target indicators are expected to be reached in 2012, resulting in positive financial performance.<br />
<strong>Steel</strong> production<br />
unit of<br />
measure<br />
Thousand<br />
tonnes<br />
Coal segment<br />
2010 <strong>2011</strong> Сhange Change (%)<br />
2,960 3,216 256 9 %<br />
Revenue from sales, of which USD million 556 649 93 17 %<br />
sales to Group companies USD million 399 496 97 24 %<br />
sales to third parties USD million 157 153 –4 –3 %<br />
EBITDA USD million 270 222 –48 –18 %<br />
EBITDA margin % 48.6 % 34.2 % –14.4 %<br />
EBITDA per ton of steel<br />
products<br />
USD/t 91 69 –22 –24 %<br />
Capex USD million 100 119 19<br />
The coal segment includes OJSC Belon and its coal producing and dressing subsidiaries (Belon Group). All<br />
of Belon Group’s material assets, production facilities and management and administrative resources are<br />
located in Belovo, Russian Federation.<br />
Most of the coal segment’s output is supplied to Belon Group’s parent company (OJSC MMK).<br />
Segment EBITDA was USD 222 million, with a margin of 34 %. Despite a considerable increase in prices<br />
for coal concentrate, the segment’s financial performance remained almost unchanged due to the large<br />
amount of pre-production mining work carried out during the reporting year.<br />
MMK Group Working Capital, USD million<br />
40 41<br />
01.01.11 01.01.12 Change Change (%)<br />
Inventory 1,236 1,776 540 44 %<br />
Uncompensated VAT 213 304 91 43 %<br />
Receivables 828 700 (128) –15 %<br />
Payables (971) (1,180)* (209) 22 %<br />
Total working capital 1,306 1,600 294 23 %<br />
*excluding the part of debts, related to indebtedness.<br />
In the reporting period, the Group’s working capital grew by 22 % to USD 1,600 million, driven mostly by a<br />
USD 540 million increase in inventory. Changes in the receivables and payables reduced working capital by<br />
USD 128 million and 209 million, respectively.<br />
Working Capital Productivity Indicators<br />
01.01.11 01.01.12 Change Change (%)<br />
Turnover period, days<br />
Inventory 75 82 7 9 %<br />
Receivables 39 27 (12) –30 %<br />
Payables 49 48 (2) –5 %<br />
Working capital, % of revenue 17 % 17 % 0%<br />
The inventory turnover period slightly increased, while receivables turnover decreased considerably,<br />
from 39 to 27 days, and payables turnover decreased insignificantly. As a result, working capital growth<br />
of 23 % was comparable with revenue growth, and at the end of <strong>2011</strong> the working capital/revenue ratio<br />
was the same as at the start of the year.
<strong>2011</strong> /<br />
as of<br />
31.12.2010<br />
as of<br />
31.12.<strong>2011</strong><br />
ANNUAL REPORT<br />
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Management<br />
Information<br />
Analysis of y-o-y Change in MMK Group Cash Flow, USD million<br />
1,600<br />
1,400<br />
1,200<br />
1,000<br />
800<br />
600<br />
400<br />
200<br />
0<br />
515<br />
Cash and Cash<br />
Equivalents<br />
(01.01.<strong>2011</strong>)<br />
0 1,000 2,000 3,000 4,000 5,000<br />
Long-term Short-term<br />
578<br />
Operating<br />
activities<br />
426<br />
Financial<br />
activities<br />
-1,128<br />
as of<br />
31.12.2010<br />
as of<br />
31.12.<strong>2011</strong><br />
33<br />
Investments Exchange<br />
rate<br />
difference<br />
424<br />
Cash and Cash<br />
Equivalents<br />
(01.01.2012)<br />
In <strong>2011</strong>, cash flow from operating activities was USD 578 million, lower than in 2010 due to a reduction<br />
in operating profit and to the growth in working capital.<br />
In <strong>2011</strong>, cash outflow due to investment activities was USD 1,128 million (44 % down on 2010). Most of<br />
the cash outflow (USD 1,154 million) was attributable to capital expenditure.<br />
In <strong>2011</strong>, USD 426 million was raised from financial activities (63 % down on 2010). Financial activities<br />
comprise raising and repayment of loans (USD 3,358 million and USD 2,350 million, respectively),<br />
acquisition of 50 % of the shares of MMK-Metalurji (USD 475 million) and payment of dividends (USD 122<br />
million).<br />
Debt Structure<br />
0 1,000 2,000 3,000 4,000 5,000<br />
Rubles US dollars Euro<br />
In <strong>2011</strong>, the Company’s total debt, including leasing debt, increased by USD 868 million. This was largely<br />
due to an increase of USD 629 million in long-term debt. Short-term debt increased only insignificantly,<br />
and the Company has been able to maintain a high level of financial stability.<br />
As of 1 January <strong>2011</strong>, dollar-denominated borrowings accounted for the largest part of the debt structure<br />
by currency, at 45 %. However, this share declined during the year as the share of rouble-denominated<br />
debt increased to 34 % from 28 % as a result of MMK’s policy to mitigate the effect of exchange rate<br />
fluctuations on the Company’s financial position.<br />
Credit ratings<br />
In May <strong>2011</strong>, Fitch raised MMK’s credit rating from BB to ВВ+ (stable outlook).<br />
In December <strong>2011</strong>, Moody`s changed the Company’s rating outlook to stable from positive, returning it to<br />
the same level as the beginning of 2010.<br />
Prudent financial management helps the Company to secure credit ratings from leading ratings agencies,<br />
and thus to finance the Company’s development using appropriate funding on acceptable terms.<br />
42 43<br />
Agency<br />
Moody`s<br />
Fitch<br />
Rating<br />
Ba3<br />
ВВ+<br />
ВВ<br />
Outlook<br />
P<br />
S<br />
N<br />
P<br />
S<br />
N<br />
P<br />
S<br />
N<br />
Jan<br />
Feb<br />
Mar<br />
Аpr<br />
May<br />
June<br />
2010 <strong>2011</strong><br />
July<br />
Aug<br />
Sept<br />
Oct<br />
Nov<br />
Dec<br />
Jan<br />
Feb<br />
Mar<br />
Аpr<br />
May<br />
June<br />
July<br />
Aug<br />
Sept<br />
Oct<br />
Nov<br />
Dec<br />
Jan<br />
2012<br />
Feb<br />
Mar
<strong>2011</strong> /<br />
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Management<br />
Information<br />
Risk Management<br />
MMK was among the first Russian ferrous metals companies to develop and launch a comprehensive<br />
risk management system that meets international standards. MMK has a risk management division, an<br />
approved risk management policy and a corporate standard for risk management.<br />
By managing risk appropriately, MMK aims to ensure strategic and operational sustainability and to<br />
develop its business.<br />
The goals of MMK’s risk management policy are:<br />
• Identifying and assessing risk;<br />
• Provision of information about risks to MMK’s shareholders, governing bodies and employees;<br />
• Development and implementation of actions to mitigate risks;<br />
• Risk monitoring;<br />
• Establishment of risk management procedures;<br />
• Control of compliance with approved risk management procedures;<br />
• Making risk management processes an integral part of MMK’s strategic and operating management.<br />
MMK keeps its risk management system updated and makes improvements on a rolling basis. In <strong>2011</strong>,<br />
the Company implemented the following measures:<br />
Development and subsequent approval by the Board of Directors of a new version of the MMK Risk<br />
Management Policy;<br />
• Identification and evaluation of the principal risks faced by MMK Group companies (work on<br />
consolidating the risks facing MMK Group companies and drafting of a Risk Map is planned for<br />
2014);<br />
• Completion of the introduction of a Comprehensive Risk Management System at MMK’s production<br />
sub-divisions;<br />
• Introduction of a multi-faceted approach to evaluating risks of building and structural failure;<br />
• Improvement of risk management procedures regarding non-fulfilment of payment obligations for<br />
steel products;<br />
• To mitigate the risk of production stoppages, the CEO approved the list of plants considered<br />
production bottlenecks. A reserve stock of spare parts has been established for these plants.<br />
The main risks faced by MMK are the following:<br />
1. Low actual demand and prices for steel products<br />
2. Higher prices for iron ore raw materials, coal, metallic scrap and non-ferrous metals<br />
3. Failure by contractors to meet obligations<br />
4. Non-compliance with financial and economic parameters specified in investment and<br />
integration projects<br />
5. Claims for loan prepayments<br />
6. Corporate fraud<br />
7. Currency risk<br />
8. Claims for recovery under guarantees issued to third parties<br />
9. Accidents<br />
10. Industrial emergencies and incidents<br />
11. Interest risk<br />
12. Environmental risk<br />
A senior manager has been appointed to manage each risk identified, and appropriate risk mitigation<br />
measures have been developed based on a risk evaluation<br />
MMK’s Board of Directors assesses the performance of the Company’s Comprehensive Risk Management<br />
System annually based on the results of each year.<br />
The Board of Directors<br />
The Audit Committee<br />
of the Board<br />
of Directors<br />
The General Director<br />
of MMK<br />
Top managers<br />
responsible<br />
for risk management<br />
Risk management group<br />
of the Internal Audit<br />
and Risk Management<br />
Department<br />
Sub-divisions<br />
of OJSC MMK<br />
Distribution of duties among main participants in risk management process<br />
Approval<br />
of Risk Map<br />
Development<br />
of Risk Map<br />
Drawing up of Panels<br />
and Risk Maps<br />
for sub-divisions<br />
Appointment<br />
of persons responsible<br />
for risk management<br />
Development<br />
of risk mitigation<br />
activities<br />
Development<br />
of risk mitigation<br />
activities<br />
44 45<br />
Approval<br />
of risk mitigation<br />
activities<br />
Preparation<br />
of Risks <strong>Report</strong><br />
Approval<br />
of Risks <strong>Report</strong>,<br />
Risk Management Policy,<br />
evaluation of efficiency<br />
of risk management<br />
Review<br />
of Risks <strong>Report</strong>
<strong>2011</strong> /<br />
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Information<br />
46 47
<strong>2011</strong> /<br />
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About Us Sales Markets<br />
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Management<br />
Information<br />
Social Responsibility<br />
As a socially oriented company, MMK is concerned about the interests of society. This concern goes well<br />
beyond what is required by law, as the Group takes considerable measures to provide a higher standard<br />
of living to its employees and their families, the local community and society as a whole.<br />
In <strong>2011</strong>, MMK spent USD 96 million on a variety of social programmes, which is USD 19 million more<br />
than in 2010. The parent company (OJSC MMK) allocated a further RUB 2.1 billion (USD 73 million) for<br />
the implementation of the Group’s social policy in <strong>2011</strong>, including for the sponsorship of Metallurg Ice<br />
Hockey Club.<br />
Health and medical care programmes<br />
Medical care programmes are the mainstay of the Company’s social policy. The Company spent RUB 367<br />
million to implement preventive health care and treatment programmes, which is RUB 14 million more<br />
than in 2010.<br />
Improving the health of employees and their families<br />
In <strong>2011</strong>, 16,100 employees and their families spent their vacations in health resorts and vacation<br />
facilities, with 50 % of them receiving spa treatment. The Company contributed RUB 310 million towards<br />
covering the cost of these vacations, which is 30 % more than in 2010.<br />
Maternity support and birth rate stimulation programme<br />
MMK has been implementing a maternity support and birth rate stimulation programme for eight years.<br />
In <strong>2011</strong>, the Company spent RUB 35.6 million on this programme (up from RUB 34 million in 2010).<br />
Since 2008, MMK has also had a programme to support employees with large families (with three or<br />
more children under 18 years old). In <strong>2011</strong>, the programme included 216 families, with a cost of RUB 7.1<br />
million.<br />
Housing programme<br />
In 2010, MMK completed the construction of a 17-storey building comprising 112 apartments with a<br />
total area of 6,410 m 2 and began construction of an additional multi-storey block which will comprise<br />
202 apartments with a total area of 13,200 m 2 . MMK has a programme to assist young steel-makers'<br />
families in purchasing apartments. Every year 30 young families receive subsidies worth RUB 80,000<br />
each and are entitled to purchase a one-room apartment at a subsidized price.<br />
Sports<br />
In <strong>2011</strong>, the Company spent RUB 106 million arranging mass entertainment sporting events.<br />
Charity<br />
MMK conducts its charitable activities through the Metallurg Charity Foundation. In <strong>2011</strong>, the Metallurg<br />
Foundation received contributions for a total of RUB 423 million, over 92 % of which came from MMK<br />
Group.<br />
Labour safety<br />
The corporate labour and industrial safety management system was certified for compliance with the<br />
international ОНSAS 18001: 2007 standards (2008). In <strong>2011</strong>, under the Labour Safety Agreement 86, a<br />
number of steps aimed at improving labour conditions and preventing occupational diseases were taken.<br />
Accidents in production, operation, construction, maintenance, overhauls, and modernization of facilities<br />
48 49<br />
2010 <strong>2011</strong><br />
Total accidents 19 21<br />
Total persons affected 19 21<br />
Fatal accidents 3 0<br />
Accidents resulting in severe injuries 4 9<br />
Frequency rate 0.886 0.987<br />
Severity rate 63.29 56.85<br />
Labour safety costs, RUB million<br />
Description 2010 <strong>2011</strong><br />
Provision of personal protective gear 146.1 173.6<br />
Purchase of polyvitamins and dietary products for employees working<br />
in hazardous conditions<br />
16.4 18.4<br />
Laboratory tests for workplace certification 17.9 19.3<br />
Purchasing of bottled mineral water for employees working in hot<br />
environments<br />
Special dietary products for employees working in hazardous<br />
conditions<br />
11.9 54.2<br />
2.2 2.4<br />
Other labour safety costs 211.2 219.1<br />
Total 405.7 487.0
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Environmental Protection<br />
MMK carries out its production activities in accordance both with Russian environment protection laws<br />
as well as the ISO 14001:2004 international standard.<br />
MMK views the minimization of its impact on the environment as a strategic goal and a key element of<br />
the Company’s long-term, sustainable growth.<br />
In <strong>2011</strong>, MMK’s Environmental programme produced the following positive results:<br />
• gross pollutant emissions into the atmosphere were reduced by 0.35 thousand tonnes (0.2 %) to<br />
220.5 thousand tonnes;<br />
• emissions of iron, manganese and fluoride into water bodies were reduced, respectively, by 4.8<br />
tonnes (14 %), 3.1 tonnes (16.9 %) and 124.4 tonnes (31.4 %);<br />
• the volume of waste in the sintering division increased by 5 % to 2.29 million tonnes;<br />
the share of recycled water amounted to 97.5 % of total water consumption for industrial purposes.<br />
MMK does not specially monitor the emission of ozone-depleting substances produced in its operations.<br />
Discharge of Main Pollutants into the Atmosphere Discharge of Main Pollutants into<br />
Bodies of Water<br />
Pollutant<br />
Discharges<br />
in 2010,<br />
tonnes<br />
Discharges<br />
in <strong>2011</strong>,<br />
tonnes<br />
Particulate matter (dust) 25,511.9 26,365.3<br />
Sulphur dioxide (SO2) 17,251.8 16,198.3<br />
Nitrogen dioxide (NO2) 16,037.6 15,651.0<br />
Carbon oxide 153,544.5 153,632.5<br />
Ammonia 440.8 444.1<br />
Hydrogen sulphide 59.6 60.9<br />
Phenol 96.0 96.2<br />
Other 7,932.6 8,072.6<br />
Total discharge 220,874.8 220,520.9<br />
Pollutant<br />
Discharge<br />
in 2010,<br />
tonnes<br />
Discharge<br />
in <strong>2011</strong>,<br />
tonnes<br />
Total Ferrum 34.1 29.4<br />
Mn 18.6 15.5<br />
Petroleum products 59.9 62.7<br />
Sulphates 46,198.5 51,388.3<br />
Dry residual 396.1 271.7<br />
Fluorides 46.8 53.6<br />
Other 92,129.5 104,045.4<br />
Total discharge 138,883.5 155,866.6<br />
Air Polluting Emissions<br />
In <strong>2011</strong>, MMK disposed of sewage from 7 outlets into 3 surface water bodies:<br />
• within the city limits from the cooling water recirculation system into the <strong>Magnitogorsk</strong> Reservoir –<br />
(251,208.0 thousand m3 );<br />
• within the city limits from the Co-Generation Plant's ash dump into the <strong>Magnitogorsk</strong> Reservoir –<br />
2,890.0 thousand m3 ;<br />
• from sludge depository No. 2 into the Sukhaia River (a fish breeding body of water) –<br />
4,181.0 thousand m3 ;<br />
• quarry water from the limestone mine into the Ural River (a fish breeding body of water) –<br />
23,412.74 thousand m3 ;<br />
• quarry water from the dolomite mine into the Ural River – 3,908.62 thousand m3 ;<br />
• from the crushing and calcination plant into the Ural River – 519.6 thousand m3 ;<br />
• within the city limits from the Co-Generation Power Plant's cooling system into the <strong>Magnitogorsk</strong><br />
Reservoir – 78,105.68 thousand m3 .<br />
50 51<br />
000 tonnes<br />
260<br />
250<br />
240<br />
230<br />
220<br />
210<br />
200<br />
254.60<br />
22.12<br />
248.30<br />
20.20<br />
Blue<br />
skies<br />
20.93<br />
230.90<br />
25.92<br />
229.1<br />
21.35<br />
220.87<br />
20.44<br />
220.52<br />
2006 2007 2008 2009 2010 <strong>2011</strong><br />
Emissions into atmosphere, 000 tonnes Specific total emissions, kg/tonnes<br />
30<br />
25<br />
20<br />
15<br />
10<br />
5<br />
0<br />
Kgs per tonnes
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MMK’s water protection strategy focuses on maximizing the use of recycled water for its water supply<br />
systems. In <strong>2011</strong>, the share of recycled water accounted for 97.5 % of the total water supply for<br />
industrial purposes.<br />
2006<br />
2007<br />
2008<br />
2009<br />
2010<br />
MMK’s Water Supply and Consumption Use of MMK’s Industrial Waste<br />
0.112<br />
0.109<br />
0.110<br />
0.111<br />
0.088<br />
<strong>2011</strong><br />
0.089<br />
0 0.5<br />
3.06<br />
2.95<br />
3.02<br />
2.91<br />
2.98<br />
2.87<br />
2.82<br />
2.71<br />
3.31<br />
3.22<br />
3.49<br />
3.40<br />
1.0 1.5 2.0 2.5 3.0 3.5<br />
The use of industrial waste in the production and reclamation of exhausted ore mining pits is a key<br />
priority for MMK. The total capacity of slag processing facilities at present is 11.5 mtpy. The total volume<br />
of MMK's metallurgical slag dumps exceeds 60 million tonnes. Given the current production levels, these<br />
slag dumps should be fully processed within 6-9 years.<br />
Hazardous waste category Waste disposal in 2010, tonnes Waste disposal in <strong>2011</strong>, tonnes<br />
1 Class 0 0<br />
2 Class 0 0<br />
3 Class 31,630.8 29,558.4<br />
4 Class 98,975.6 89,589.9<br />
5 Class (without gangue) 1,085,570.1 1,353,200.5<br />
Total (without gangue) 1,216,176.5 1,472,348.8<br />
5 Class (gangue) 30,091,792.0 32,378,687.0<br />
MMK does not engage in the cross-border transportation or collection of waste (in accordance with the<br />
Basel Convention).<br />
As part of its <strong>2011</strong> Environmental Programme, MMK implemented 32 specific measures aimed at<br />
reducing or preventing the environmental impact of the Company’s operations.<br />
2006<br />
Industrial Waste Disposal<br />
1.49<br />
2007<br />
1.14<br />
2008<br />
1.09<br />
2009<br />
2010<br />
<strong>2011</strong><br />
0<br />
2.05<br />
2.18<br />
2.29<br />
4.80<br />
5.09<br />
5.55<br />
6.89<br />
6.66<br />
8.42<br />
8.54<br />
9.39<br />
9.13<br />
9.30<br />
11.60<br />
10.54<br />
5 10<br />
15<br />
Total slags processed (current and dumped slags), million tonnes<br />
Wastes and slags used for reclamation of abandoned open-pit mines<br />
of the Magnitnayamountain, million tonnes<br />
tonnes<br />
Key environmental protection measures implemented in <strong>2011</strong>:<br />
The cost of environmental protection measures in <strong>2011</strong> amounted to RUB 2,085.69 million, out of which:<br />
• RUB 174.56 million was spent on the reduction of pollutant emissions into the atmosphere;<br />
• RUB 1901.0 million was spent on the reduction of pollutant emissions into bodies of water;<br />
• RUB 10.13 million was spent on industrial waste disposal.<br />
52 53<br />
52 53<br />
No.<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
Structural<br />
division<br />
Ore Dressing<br />
Plant<br />
Rolling<br />
shop # 11<br />
Rolling<br />
shop # 11<br />
Rolling<br />
shop # 11<br />
Rolling<br />
Shop # 4<br />
Rolling<br />
Shop # 4<br />
Action<br />
Increase of volume of sludge<br />
depository # 2<br />
Construction of a facility to<br />
reduce water wastage<br />
Construction of a water<br />
circulation system<br />
First stage construction of<br />
four aspiration systems<br />
Construction of a "clean"<br />
cycle of the water circulation<br />
system to cool the reheating<br />
furnaces<br />
Construction of a "dirty"<br />
cycle of the water<br />
circulation system (including<br />
sludge pumping stations<br />
and horizontal flow<br />
sedimentation basins)<br />
<strong>2011</strong><br />
RUB million<br />
Total from<br />
start of<br />
construction<br />
47.3 323.7<br />
491.5 512.4<br />
731.6 958.4<br />
10.9 10.9<br />
124.6 124.6<br />
492.9 1,192.3<br />
Environmental efficiency<br />
Maintaining technical parameters<br />
of the operation of a wastewater<br />
treatment facility<br />
Prevention of input of 250 m 3 /<br />
hour of polluted flows into the<br />
water circulation system<br />
Reducing the consumption of<br />
industrial water by 12,500 m 3 /h<br />
Prevention of discharge of 80 t/y<br />
of mineral oils<br />
Reducing the consumption of<br />
industrial water by 2,250 m 3 /h<br />
Reducing the consumption of<br />
industrial water by 14,000 m 3 /<br />
hour, reducing the discharge of<br />
suspended substances by 1,660<br />
t/year, oil products by 220 t/year<br />
Green<br />
grass
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Information<br />
MMK’s expenditure on environmental protection<br />
in <strong>2011</strong>:<br />
Cost description<br />
Amount,<br />
RUB m<br />
Capital construction 2,023.6<br />
Overhauls 65.9<br />
Maintenance (current repairs<br />
and operational costs)<br />
R&D in environmental<br />
protection<br />
1,795.6<br />
1.6<br />
Total 3,886.7<br />
54<br />
Cost of environmental protection measures, RUB m<br />
In total, MMK spent RUB 3,886.7 million in <strong>2011</strong> on environmental protection.<br />
The cost of building new, and renovation existing, environmental facilities amounted to RUB 2,023.6 million<br />
during the year.<br />
Description<br />
Use of Power Resources<br />
Unit of<br />
measure<br />
Quantity<br />
Amount,<br />
'000 RUB<br />
Price, RUB<br />
Electric Power, total '000 kWh 7,091,003 10,111,347 1,425.9<br />
Electric Power Generation 5,147,814 5,907,256 1,147.5<br />
Purchased Electric Power 1,943,189 4,204,091 2,163.5<br />
Thermal Power, total Gcal 6,359,217 3,502,926 550.8<br />
Thermal power in hot water Gcal 921,414 495,466 537.7<br />
Thermal power in steam Gcal 5,437,803 3,007,460 553.1<br />
Natural gas '000 m 3 4,339,304 11,671,423 2,689.7<br />
Power-generating coal t 94,113 251,634 2,673.7<br />
Diesel-fuel oil l 36,691,170 738,636 20.1<br />
2007<br />
2008<br />
2009<br />
2010<br />
<strong>2011</strong><br />
0<br />
1,906<br />
2,240<br />
2,433<br />
2,607<br />
500 1,000 1,500 2,000 2,500 3,000<br />
3,887<br />
3,500 4,000<br />
93, Ul.Kirova, <strong>Magnitogorsk</strong>, Russia<br />
Tel.: 8-800-775-000-5 (toll free in Russia)<br />
Fax: (3519) 24 73 09<br />
www.mmk.ru<br />
Building<br />
a multicoloured<br />
world!
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Harnessing steel<br />
Products for the automotive sector<br />
www.mmk.ru<br />
56 57
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Corporate Governance<br />
Corporate Governance Objectives:<br />
MMK maintains high standards of corporate governance. The company’s strong governance, combined<br />
with its solid financial performance, makes it a reliable partner for investors.<br />
The overall objective of MMK’s corporate governance is to increase the Company’s value while balancing<br />
the interests of all stakeholders.<br />
The Company seeks to achieve this objective by:<br />
1. Protecting the rights and interests of all shareholders;<br />
2. Ensuring transparency of information on the Company’s activities;<br />
3. Establishing a governance structure to support the Company's strategic management, as well as to<br />
oversee and ensure accountability of the management;<br />
4. Building trusted relations with all key stakeholders including shareholders, suppliers, customers and<br />
employees.<br />
MMK’s corporate governance guidelines and procedures are set out in the Company’s Corporate<br />
Governance Code (posted on MMK’s official website: http://www.mmk.ru/corporate_governance/<br />
internal_documents/code_of_corporate_governance, as approved by the Board of Directors on 21<br />
September 2001.<br />
In <strong>2011</strong>, MMK’s Charter was revised and supplemented as follows:<br />
The governance structure was changed. The Company does not have a collective executive body in the<br />
form of a Management Board. The governance structure includes the General Shareholders’ Meeting,<br />
Board of Directors and the Individual Executive Body (General Director).<br />
The criteria for determining Directors’ independence are in accordance with the UK Corporate<br />
Governance Code.<br />
Certain responsibilities were shifted from the General Director to the Board of Directors. The Board’s<br />
responsibilities now include adoption of resolutions on transactions exceeding 0.3% of the book value of<br />
the Company’s assets, and approval of the Company’s organizational chart.<br />
Due to amendments to the Federal Law “On Joint Stock Companies” coming into effect, the dividend<br />
payment period was changed. Previously annual dividends were paid by the end of the year, while<br />
interim dividends were paid within 180 days of the decision to pay the dividends. According to new<br />
provisions, dividends are to be paid to all shareholders at the same time and within 60 days of a<br />
resolution by the shareholders’ meeting to pay dividends.<br />
The number of Audit Committee members was changed from 3 to 12.<br />
The Charter states that the Head of the Audit Committee is accountable to the Board of Directors.<br />
To enhance operations further, the Company also adopted a Code of Business Ethics, approved by the<br />
Board of Directors on 17 July 2009. The Code of Business Ethics and other corporate bylaws can be found<br />
on the Company’s website at: http://www.mmk.ru/corporate_governance/internal_documents/.<br />
Auditor<br />
Corporate<br />
Secretary<br />
Internal<br />
Control<br />
Department<br />
Committee<br />
for Audit<br />
(Independent<br />
Directors)<br />
The General Shareholders’ Meeting is the supreme governance body.<br />
The Board of Directors is in charge of managing the Company’s activities (except for matters for which<br />
the General Shareholders’ Meeting has responsibility), and it is also responsible for overseeing the<br />
implementation of resolutions adopted by the Board of Directors or General Shareholders’ Meeting.<br />
The Individual Executive Body, which is the Company’s General Director, is in charge of the Company’s<br />
day-to-day operations.<br />
In accordance with Russian legislation and international standards, an independent Auditor and the<br />
Audit Committee supervise the Company’s financial and economic activities.<br />
MMK’s Corporate Governance Rating<br />
General Shareholders' Meeting<br />
Board of Directors<br />
Chairman<br />
of the Board of Directors<br />
BoD Members<br />
(10 members including 5<br />
Independent Directors )<br />
Committee<br />
for Nominations<br />
and Remuneration<br />
(Independent<br />
Directors)<br />
Единоличный Individual исполнительный Executive Body<br />
орган -<br />
Генеральный – General Director<br />
директор<br />
In July <strong>2011</strong>, the consortium of the Russian Institute of Directors and Expert RA Rating Agency increased<br />
MMK's corporate governance rating to 8 (on a scale of 1-10), indicating “advanced corporate governance”<br />
in accordance with the National corporate governance scale. MMK was considered to observe relevant<br />
corporate governance legislation, while also adhering to most recommendations of the Russian Code of<br />
Corporate Conduct and being in line with many aspects of best international corporate governance practice.<br />
58 59<br />
BoD<br />
Secretary<br />
Committee<br />
for Strategic<br />
Planning<br />
and Corporate<br />
Governance<br />
Audit<br />
Committee
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General Shareholders’ Meeting<br />
The General Shareholders’ Meeting is the<br />
Company’s supreme governance body.<br />
А Shareholders who own not less than 2 % of the<br />
Company’s ordinary voting shares are entitled<br />
to propose issues for the agenda of <strong>Annual</strong><br />
General Shareholders’ Meetings and to nominate<br />
candidates to the Company’s Board of Directors<br />
and Audit Committee whose number shall not<br />
exceed the number of members of that body,<br />
and candidates for the position of the individual<br />
executive body. Such proposals must be submitted<br />
to the Company not later than 40 days following<br />
the end of the financial year.<br />
A notice of the General Shareholders’ Meeting<br />
must be sent to each person specified in the list<br />
of persons entitled to participate in the General<br />
Shareholders’ Meeting by registered mail not<br />
later than 30 days before the date of the meeting<br />
with an announcement being published in the<br />
<strong>Magnitogorsk</strong>y Rabochiy and <strong>Magnitogorsk</strong>y<br />
Metall newspapers.<br />
The Company may additionally inform<br />
shareholders of the General Shareholders’ Meeting<br />
using other mass media (television and radio), and<br />
by posting the notice on the Internet at:<br />
http://www.mmk.ru/corporate_governance/<br />
disclosure_of_information/materials_to_the_<br />
shareholders_meeting/.<br />
A registrar performs the functions of a counting<br />
commission (CJSC STATUS).<br />
Persons entitled to participation in the General<br />
Shareholders’ Meeting to be conducted in the<br />
form of a meeting must be registered at the venue<br />
of the meeting starting at a time specified by<br />
the Board of Directors, and until the close of the<br />
meeting.<br />
Voting on agenda items is conducted by means<br />
of voting ballots. Voting ballots must be sent to<br />
shareholders by registered mail not later than 30<br />
days before the date of the meeting.<br />
Resolutions adopted by the General Shareholders’<br />
Meeting and voting results must be announced<br />
at the meeting where voting takes place, and<br />
persons entitled to participate in the General<br />
Shareholders’ Meeting should be notified within<br />
10 days of the preparation of minutes on the<br />
voting results in the form of a report to be<br />
published in the <strong>Magnitogorsk</strong>y Rabochiy and<br />
<strong>Magnitogorsk</strong>y Metall newspapers.<br />
International investors participate actively in<br />
voting at MMK’s General Shareholders’ Meetings<br />
through a system of proxies established by<br />
depositary bank, The Bank of New York Mellon:<br />
EGSM<br />
21.01.2008<br />
AGSM<br />
25.04.2008<br />
EGSM<br />
29.08.2008<br />
EGSM<br />
12.02.2009<br />
AGSM<br />
22.05.2009<br />
EGSM<br />
25.12.2009<br />
AGSM<br />
21.05.2010<br />
EGSM<br />
20.01.<strong>2011</strong><br />
AGSM<br />
20.05.<strong>2011</strong><br />
In line with best practice, MMK provides its shareholders (including owners of GDRs) with sufficient<br />
time to cast votes at General Shareholders’ Meetings. According to the Company’s bylaws a notice of the<br />
meeting and voting ballots shall be sent not later than 30 days before the meeting (Federal Law “On<br />
Joint Stock Companies” calls for a 20-day notice period).<br />
22.6<br />
20.3<br />
22.6<br />
44.6<br />
41.5<br />
46.3<br />
49.7<br />
47.0<br />
50.9<br />
0 20 40 60<br />
million GDR<br />
80 100<br />
GDR that participated in the voting<br />
Total amount of GDR<br />
77.9<br />
81.7<br />
79.7<br />
81.4<br />
82.3<br />
82.4<br />
83.4<br />
83.5<br />
83.2<br />
AGSM - <strong>Annual</strong> General Shareholder's Meeting;<br />
EGSM – Extraordinary General Shareholder's Meeting<br />
Equity Capital (Shareholders’ Structure)<br />
MMK’s authorized capital totals RUB<br />
11,174,330,000 and is comprised of<br />
11,174,330,000 ordinary registered shares with<br />
a par value of 1 rouble each. All shares are placed<br />
securities. The Company is entitled to place, in<br />
addition to those already placed, ordinary shares<br />
amounting to 26,299,840,577 shares, with a par<br />
value of 1 rouble each (declared shares). Declared<br />
ordinary shares grant the same rights as placed<br />
ordinary shares.<br />
* - Victor Rashnikov, Chairman of the OJSC MMK<br />
Board of Directors, is a beneficiary of MMK’s<br />
ordinary shares held by Mintha Holding Limited,<br />
Fulnek Enterprises Limited and Mordoraco<br />
Holdings Limited.<br />
The last <strong>Annual</strong> General Shareholders’ Meeting<br />
approved a new version of the Company’s Charter.<br />
A newly elected Board of Directors included Victor<br />
Rashnikov, Vitaly Bakhmetiev, Boris Dubrovsky,<br />
Nikolay Lyadov and Oleg Fedonin. Additionally,<br />
five Directors meeting independence criteria<br />
set forth in the UK Corporate Governance Code,<br />
became members of the Board of Directors,<br />
namely David Logan, Zumrud Rustamova, Bernard<br />
Sucher, Peter Charow and David Herman.<br />
The Meeting approved new versions of the<br />
Regulations on MMK’s Board of Directors and the<br />
Regulations on the Individual Executive Body,<br />
MMK’s General Director, and amendments and<br />
additions to the Regulations on MMK’s Audit<br />
Committee. The Meeting elected members of the<br />
60 61<br />
Shareholder<br />
Share, % of<br />
authorized<br />
capital<br />
Mintha Holding Limited* 42.4 %<br />
Fulnek Enterprises Limited* 41 %<br />
Mordoraco Holdings Limited* 2.6 %<br />
The Bank of New York<br />
International Nominees<br />
7.5 %<br />
Other shareholders 6.5 %<br />
Total shares 100 %<br />
MMK’s management is not aware of any shareholders holding over 5 % of the shares, other than those<br />
disclosed above.<br />
Review of MMK’s <strong>Annual</strong> General Shareholders’ Meeting Conducted on 20 May <strong>2011</strong><br />
A report on the results of voting at the AGSM on 20 May <strong>2011</strong> can be found at:<br />
Equity capital structure as of 09.04.2012<br />
Audit Committee expanding its membership from<br />
3 to 12 persons. According to a rotation principle,<br />
KPMG was approved as the Company’s Auditor.<br />
The Meeting approved the size of remuneration<br />
and compensation to be paid to members of<br />
the Board of Directors and Audit Committee for<br />
performance of their duties in <strong>2011</strong>-2012. The<br />
total remuneration of the Board of Directors stood<br />
at RUB 65 million, while remuneration of the Audit<br />
Committee amounted to RUB 39 million. The<br />
Meeting also approved related-party transactions.<br />
According to the new version of the Charter<br />
approved by the Meeting, the Company<br />
undertakes to pay dividends to all shareholders<br />
simultaneously within 60 days after the decision<br />
to pay dividends is taken.
<strong>2011</strong> /<br />
ANNUAL REPORT<br />
About Us Sales Markets<br />
Finances<br />
Risks<br />
Social Sphere<br />
Management<br />
Information<br />
Board of Directors<br />
The Board of Directors has overall responsibility for the Company’s activities and oversees the<br />
implementation of resolutions adopted by the General Shareholders’ Meeting and Board of Directors.<br />
The Company’s Board of Directors consists of 10 members, five of whom are independent. The<br />
Chairman of the Board of Directors is Victor Rashnikov.<br />
On 20 May <strong>2011</strong>, Boris Dubrovsky, Victor Bakhmetiev, Nikolay Lyadov, Bernard Sucher and David<br />
Herman were elected to the Board.<br />
Election of members of the Board of Directors:<br />
Members of the Company’s Board of Directors are<br />
elected by the General Shareholders’ Meeting by<br />
cumulative voting for one term until the following<br />
<strong>Annual</strong> General Shareholders' Meeting.<br />
In line with best Russian and international<br />
corporate governance practices, independent<br />
directors have been elected to the Board of<br />
Directors to enhance oversight, transparency and<br />
the efficiency of the Company's governing bodies.<br />
Independent directors include Peter Charow, Sir<br />
David Logan, Zumrud Rustamova, Bernard Sucher<br />
and David Herman.<br />
In <strong>2011</strong>, the Shareholders’ Meeting approved<br />
the Regulations on MMK’s Board of Directors<br />
with respect to independence criteria for Board<br />
members. The criteria used by MMK are in line<br />
with the UK Corporate Governance Code.<br />
Specifically, members of the Board of Directors<br />
shall be deemed to be independent directors if<br />
they meet the following requirements:<br />
– members who at the moment of election or for<br />
a term of five years prior to it are not or have not<br />
been officers or employees of the Company or the<br />
Group’s companies;<br />
– members who at the moment of election or for a<br />
term of three years prior to it do not have or have<br />
not had any material commercial relations with the<br />
Company directly or as a partner, shareholder or a<br />
member of governance bodies of an organization<br />
involved in such commercial relations with the<br />
Company;<br />
– members who are not and have not been entitled<br />
to any additional remuneration from the Company,<br />
except for remuneration paid to members of the<br />
Board of Directors; members who do not participate<br />
in option plan(s) of the Company or in remuneration<br />
scheme based on the Company’s performance;<br />
members who are not members of the Company’s<br />
pension fund (pension programs);<br />
– members who are not closely related (spouses,<br />
parents, children, full and half siblings, adoptive<br />
parents and adoptees) to any member of the<br />
Company’s Board of Directors or Individual Executive<br />
Body;<br />
– members who do not sit with other members of<br />
the Company’s Board of Directors on the Boards<br />
of Directors of other Companies and who do<br />
not have similar significant relations with other<br />
members of the Board of Directors of the Company<br />
through participation in governance bodies of other<br />
companies;<br />
– members who have not formed part of the Board<br />
of Directors of the Company for more than nine years<br />
from the date of their initial election to this position.<br />
To be nominated for election to the Board of<br />
Directors, a candidate must have knowledge<br />
sufficient for making strategic decisions, including<br />
on issues related to environmental and social risks<br />
and responsibilities.<br />
Decision making<br />
Board responsibilities are set out in the Company’s Charter, which is available at:<br />
http://www.mmk.ru/corporate_governance/internal_documents/index.php.<br />
A member of the Board of Directors, Audit<br />
Committee, the Company’s Auditor or the General<br />
Director may propose an item for inclusion in the<br />
agenda of a meeting of the Board of Directors<br />
in writing to the Chairperson of the Board of<br />
Directors.<br />
The quorum for holding a Board meeting is at<br />
least half of the elected Board members.<br />
In taking decisions at Company Board meetings,<br />
each Board member shall have one vote.<br />
Voting on agenda items at Board meetings shall<br />
be open and by name.<br />
It is prohibited to transfer votes from Board<br />
members to other persons, including other Board<br />
members.<br />
Board decisions shall be taken by a majority of<br />
Board members taking part in the meeting unless<br />
otherwise provided for by the Law, the Company’s<br />
Charter and relevant Regulations.<br />
Remuneration of members of the Board of Directors<br />
62 63<br />
In determining the quorum and the voting results,<br />
the Board shall take into account the opinion<br />
of any Board member absent from the meeting,<br />
submitted in writing.<br />
Such a Board member shall submit his/her written<br />
opinion to the Chairman of the Board prior to the<br />
Board meeting.<br />
The Board Chairman shall announce the written<br />
opinion of such a Board member prior to voting on<br />
each issue on the agenda.<br />
In the event that a Board member who submitted<br />
his/her opinion prior to the meeting is then<br />
present at the meeting, his/her written opinion<br />
shall be disregarded.<br />
Criteria for determining the remuneration of Board members are set out in the Regulations on the<br />
Procedure of Remuneration and Compensation of Expenses of Members of the Board of Directors:<br />
http://www.mmk.ru/corporate_governance/internal_documents/group_documents/.<br />
The size of remuneration and reimbursement of expenses of members of MMK’s Board of Directors are<br />
approved by the General Shareholders’ Meeting on an annual basis according to recommendations made<br />
by the Board of Directors.<br />
The size of remuneration of MMK’s Board of Directors is specified in civil law contracts, and comprises<br />
fixed remuneration for performance of their duties and additional remuneration for participation:<br />
• in meetings of the Board of Directors;<br />
• in adoption of a resolution by the Board of Directors by absentee voting or for provision of a<br />
written opinion of an absent member of the Board of Directors.<br />
ММК compensates documented expenses of members of the Board of Directors related to performance<br />
of duties of a member of the Board of Directors (travel expenses including first and business class travel,<br />
accommodation; taxi fares, communication and mail expenses).<br />
Pursuant to Paragraph 2 of Article 64 of the Federal Law “On Joint Stock Companies”, members of<br />
the Board of Directors may receive remuneration and/or reimbursement of expenses related to the<br />
performance of duties of members of the Board of Directors during their term of office according to a<br />
resolution of the General Shareholders’ Meeting. The size of such remuneration and compensation is<br />
determined by the General Shareholders’ Meeting.
Members of the Board of Directors<br />
(as of 1 January 2012):<br />
Victor RASHNIKOV<br />
(born in 1948) – Chairman of the OJSC MMK Board of Directors, President<br />
of LLC MMK Managing Company; Russian citizen; member of the Board<br />
of Directors since 2 February 1993; has represented the interests of an<br />
OJSC MMK shareholder, Mintha Holding Limited; since 1999, President of<br />
the Metallurg Ice Hockey Club; since 2001, member of the Management<br />
Board of the Autonomous Non-Profit Organization Medical Care Unit of<br />
the City Administration of <strong>Magnitogorsk</strong> and OJSC MMK; since 2005,<br />
member of the Board of Directors of the World <strong>Steel</strong> Association (formerly<br />
International <strong>Iron</strong> and <strong>Steel</strong> Institute); since 2008, member of the Management<br />
Board of Directors of the LLC Continental Hockey League; since<br />
2010, President of the Non-profit Partnership Konsortsium Russkaya Stal;<br />
since <strong>2011</strong>, President of the Administration Board of MMK Trading AG<br />
and Chairman of the Board of Directors of MMK Metalurji Sanayi, Ticaret<br />
ve Liman İşletmeciliği Anonim Şirketi; and member of the Chelyabinsk<br />
Region’s Legislative Assembly.<br />
Graduate of the <strong>Magnitogorsk</strong> Institute of Mining and Metallurgy (1974),<br />
metallurgical engineer; graduate of the <strong>Magnitogorsk</strong> Academy of<br />
Mining and Metallurgy (1993), manager; D.Sc (Technology); Professor.<br />
Zumrud RUSTAMOVA<br />
(born in 1970), Deputy CEO of OJSC Polymetall UK; Russian citizen; member<br />
of the Board of Directors since 21 April 2006, proposed by the OJSC<br />
MMK Board of Directors; since 2008, member of the Board of Directors<br />
of OJSC Sheremetyevo International Airport; since 2009, member of the<br />
Board of Directors of OJSC KHANTY-MANSIYSK BANK, and member of<br />
the Board of Directors of OJSC Polyus-Zoloto, since <strong>2011</strong>, member of the<br />
Board of Directors of OJSC PIK Group.<br />
Graduate of the Moscow Institute of Economics and Statistics in 1992.<br />
Peter CHAROW<br />
(born in 1954) – Vice-President of British Petroleum for Russia; member<br />
of the Board of Directors of OJSC TNK-BP Holding; member of the Board<br />
of Directors since 30 March 2007, proposed by the OJSC MMK Board of<br />
Directors.<br />
Education: 1977 – Bachelor of Arts in Political Science from Swarthmore<br />
College, Pennsylvania, USA; 1981, 1986 – Master of Arts in Political Science,<br />
Columbia University, New York, USA; 2006 – Executive MBA in 2006<br />
from Tuck School of Business, Dartmouth College, New Hampshire, USA.<br />
Sir David LOGAN<br />
64 65<br />
(born in 1943), since 2004, member of the Supervisory Board of Efes<br />
Breweries International; since 2003, non-executive director of European<br />
Nickel plc; since 2005, Chairman of the Management Board of the British<br />
Institute at Ankara (BIA); citizen of the United Kingdom; member of the<br />
Board of Directors since 30 March 2007.<br />
Education: Master of Arts (Hons) from Oxford University, UK in 1965.<br />
Bernard SUCHER<br />
(born in 1960) – since 2006, President of I.M.Galt, Inc.; since <strong>2011</strong>, member<br />
of the Board of Directors of Aton Group; since <strong>2011</strong>, member of MMK’s<br />
Board of Directors.<br />
Education: University of Michigan, 1983, Bachelor, Business Administration<br />
with an additional concentration in Russian and Soviet Studies.<br />
Columbia University Graduate School of Business, 2001, Senior Executive<br />
Program.<br />
David HERMAN<br />
(born in 1946) – since 2006, Chairman of the Board of Directors of OJSC<br />
Sollers; since 2009, Chairman of the Board of Directors of DELTA AUTO;<br />
since <strong>2011</strong>, member of MMK’s Board of Directors.<br />
Education: JD Harvard Law School; MA Harvard Graduate School (Ford<br />
Foundation, Fellow in Soviet and East European Studies); BA New York<br />
University (magna cum laude).
<strong>2011</strong> /<br />
ANNUAL REPORT<br />
About Us Sales Markets<br />
Finances<br />
Risks<br />
Social Sphere<br />
Management<br />
Information<br />
Boris DUBROVSKY<br />
(born in 1958) – since <strong>2011</strong>, MMK’s General Director; since 2010, member<br />
of the Board of Directors of OJSC Zavod #9; since <strong>2011</strong>, member of<br />
the Board of Directors of OJSC Uralkriomash; since <strong>2011</strong>, member of the<br />
Board of Directors of MMK Metalurji Sanayi, Ticaret ve Liman İşletmeciliği<br />
Anonim Şirketi; since <strong>2011</strong>, member of MMK’s Board of Directors.<br />
Graduate, <strong>Magnitogorsk</strong> Mining and <strong>Steel</strong> Academy (1990), Russian Presidential<br />
Academy of National Economy and Public Administration (2001).<br />
Nikolai LYADOV<br />
(born in 1956) – since <strong>2011</strong>, MMK’s Deputy General Director for Sales;<br />
since <strong>2011</strong>, member of the Board of Directors of JSC Intercos-IV; since<br />
<strong>2011</strong>, member of MMK’s Board of Directors.<br />
Graduate, <strong>Magnitogorsk</strong> Institute of Mining and Metallurgy, specializing<br />
in transport organization and administration.<br />
Vitaly BAKHMETIEV<br />
(born in 1961) – since <strong>2011</strong>, MMK’s Deputy General Director for Commerce;<br />
since <strong>2011</strong>, member of MMK’s Board of Directors.<br />
Graguate, <strong>Magnitogorsk</strong> Institute of Mining and Metallurgy, specializing in<br />
ferrous and non-ferrous alloys casting.<br />
Oleg FEDONIN<br />
(born in 1967) - since 2010, member of MMK’s Board of Directors.<br />
Graduate of the <strong>Magnitogorsk</strong> Institute of Mining and Metallurgy in 1983<br />
with a degree in metallurgical engineering; Ural Academy of Public Administration<br />
(1996), PhD (Economics) (2002).<br />
Full Name<br />
Date of<br />
election to the<br />
BoD<br />
V. Rashnikov 02.04.1993<br />
66 67<br />
Date of<br />
election to the<br />
BoD<br />
Participation<br />
in meetings<br />
before<br />
20.05.<strong>2011</strong><br />
Participation in<br />
meetings after<br />
20.05.<strong>2011</strong><br />
4 13<br />
V. Bakhmetiev 20.05.<strong>2011</strong> – 13<br />
B. Dubrovsky 20.05.<strong>2011</strong> – 13<br />
Sir D. Logan 30.03.2007 4 13<br />
N. Lyadov 20.05.<strong>2011</strong> – 13<br />
Z. Rustamova 21.04.2006 4 12<br />
B. Sucher 20.05.<strong>2011</strong> – 13<br />
02.04.1993<br />
O. Fedonin 20.05.2010 4 13<br />
D. Herman 20.05.<strong>2011</strong> – 13<br />
P. Charow 30.03.2007 4 13<br />
A. Gorodissky* 22.04.2005 4 –<br />
S. Krivoschekov* 19.05.2000 4 –<br />
K. Lyevin* 21.04.2006 4 –<br />
R. Takhautdinov* 21.05.1999 3 –<br />
V. Shmakov* 25.04.2008 25.04.2008 4 –<br />
* Board members before 20 May <strong>2011</strong><br />
Committees of the Board of Directors<br />
Meetings of the Board of Directors in <strong>2011</strong><br />
To improve the efficiency of the Board of Directors’ work and their resolutions, MMK has set up the following committees:<br />
• Audit Committee;<br />
• Nominations and Remuneration Committee;<br />
• Strategic Planning and Corporate Governance Committee.<br />
These committees submit performance reports to the Board of Directors not later than thirty business days before<br />
the date of the <strong>Annual</strong> General Shareholders’ Meeting.
<strong>2011</strong> /<br />
Committee Functions<br />
ANNUAL REPORT<br />
About Us Sales Markets<br />
Finances<br />
Risks<br />
Social Sphere<br />
Management<br />
Information<br />
Audit Comittee<br />
– Selection of the independent Auditor.<br />
– Supervision of the Company’s financial and<br />
business activities.<br />
– Interaction with the Company’s Auditor.<br />
– Evaluation of the performance of internal<br />
control.<br />
– Independent supervision of the financial<br />
reporting internal control system and<br />
evaluation of performance of the Company’s<br />
financial reporting internal control system.<br />
– Preparation of recommendations for the<br />
Board of Directors to adopt resolutions on risk<br />
management, supervision of the Company’s<br />
comprehensive risk management system and<br />
analysis of risk management efficiency.<br />
Nominations and Remuneration Committee<br />
– Preparation of recommendations on<br />
candidates for the position of head of the<br />
control department.<br />
– Preliminary review of candidates for<br />
positions of members of the Company’s<br />
governing bodies and the Audit<br />
Committee and presentation of relevant<br />
recommendations to the Board of Directors.<br />
– Preparation of proposals regarding terms<br />
and conditions of contracts with members<br />
of the Board of Directors and the Individual<br />
Executive Body.<br />
– Review of proposals from shareholders<br />
on nomination of candidates to the Board of<br />
Directors and the Audit Committee and for the<br />
position of the Individual Executive Body.<br />
– Preliminary review of the annual report<br />
on remuneration and compensation paid to<br />
members of the Company’s governing bodies.<br />
– Other functions.<br />
Strategic Planning and Corporate<br />
Governance Committee<br />
– Determination of prioritized areas of<br />
activity and development strategy of the<br />
Group;<br />
– Approval of long-term plans, programs,<br />
policies and key areas of activity of the Group.<br />
– Approval of a report on acquisition of the<br />
Company’s shares.<br />
– Approval of major transactions in cases<br />
provided for in Chapter Х of the Law.<br />
– Approval of the Company’s financial<br />
and business operations plan (budget) for<br />
the financial year and supervision of its<br />
implementation.<br />
– Discontinuation (partial discontinuation)<br />
of activities regarding the manufacture of<br />
products, sales, performance of work and<br />
provision of services.<br />
– Calling of annual and extraordinary general<br />
shareholders’ meetings.<br />
– Preparation of recommendations for the<br />
General Shareholders’ Meeting on profit<br />
distribution.<br />
– Supervision of execution of resolutions<br />
of the Board of Directors by the Company’s<br />
executive body.<br />
- Other functions.<br />
Committee members*: <strong>2011</strong>-2012 <strong>2011</strong>-2012 <strong>2011</strong>-2012<br />
Chairperson:<br />
Members:<br />
Total meetings in<br />
<strong>2011</strong>*:<br />
Participation in<br />
meetings<br />
Key Issues:<br />
Peter Charow<br />
(independent Director);<br />
Zumrud Rustamova<br />
(independent director);<br />
Bernard Sucher<br />
(independent director)<br />
Zumrud Rustamova<br />
(independent director)<br />
Sir David Logan<br />
(independent director);<br />
David Herman<br />
(independent director)<br />
Victor Rashnikov<br />
Vitaly Bakhmetiev;<br />
Boris Dubrovsky;<br />
Nikolai Lyadov;<br />
Oleg Fedonin;<br />
David Herman<br />
(independent director);<br />
Peter Charow<br />
(independent director);<br />
10 14 10<br />
– Efficiency of the internal control and audit<br />
system.<br />
– Risk management efficiency.<br />
– Analysis of financial statements (in<br />
accordance with RAS and IFRS).<br />
– Outcome report on the review of OJSC<br />
MMK’s consolidated financial accounts carried<br />
out by KPMG (IFRS-based).<br />
– Determination of the size of remuneration<br />
to OJSC MMK’s Auditor; recommendations to<br />
the <strong>Annual</strong> General Shareholders’ Meeting<br />
regarding a candidate for the position of the<br />
Auditor.<br />
Committee Members participated in all meetings<br />
– Recommendations to the <strong>Annual</strong> General<br />
Shareholders’ Meeting regarding the size of<br />
remuneration and compensation payable to<br />
the members of the Board of Directors and the<br />
Audit Committee;.<br />
– Consideration of proposals submitted by<br />
shareholders regarding candidates to the<br />
Board of Directors and Audit Committee, and<br />
inclusion of such candidates in the voting<br />
ballot for elections to the Board of Directors<br />
and Audit Committee;<br />
– Key Performance Indicators.<br />
– Option Plan.<br />
– Improvement of the MMK Group’s<br />
management structure, motivation and wage<br />
policy;<br />
– Implementation of guidelines of the MMK<br />
Group’s HR policy.<br />
Regulations: http://www.mmk.ru/corporate_governance/internal_documents/group_documents/<br />
*Committee members and the total number of meetings for the period of 20.05.<strong>2011</strong> till 25.05.2012.<br />
– Implementation of the Financial and<br />
Business Operations Plan (Budget) in <strong>2011</strong>.<br />
– Approval of the 2012 budget.<br />
- <strong>2011</strong> report of the General Director on dayto-day<br />
operations.<br />
– Recommendations to the <strong>Annual</strong> General<br />
Shareholders’ Meeting regarding profit<br />
distribution, including the size of dividend on<br />
shares and procedure of dividend payments;<br />
– Implementation of the production plan,<br />
capital construction programme, sales policy,<br />
procurement policy, social policy, integration<br />
policy and modernization plan.<br />
– Efficiency of raising and placement of<br />
funds.<br />
– Efficiency of investment activities.<br />
– Improvement of quality, environmental,<br />
industrial and occupational safety systems.<br />
– Calling and conduct of the <strong>Annual</strong> General<br />
Shareholders’ Meeting.<br />
Individual Executive Body<br />
At the <strong>Annual</strong> General Shareholders’ Meeting on<br />
20 May <strong>2011</strong>, functions of the Individual Executive<br />
Body were transferred to MMK’s General Director<br />
(previously the functions were performed by LLC MMK<br />
Managing Company). The Individual Executive Body, the<br />
Company’s General Director, manages the Company’s<br />
day-to-day operations.<br />
The General Director is elected (appointed) by the<br />
General Shareholders’ Meeting for a five-year term and<br />
may be re-elected (re-appointed) an unlimited number<br />
of times.<br />
Shareholders (shareholder) owning in total at least<br />
2% of the Company’s voting shares may nominate a<br />
candidate for the position of the Company’s General<br />
Director within 40 days of the end of the financial year<br />
preceding the final year of the General Director’s term<br />
of office.<br />
The General Director’s responsibilities include all<br />
matters related to management of the Company’s<br />
day-to-day operations, except for questions for which<br />
the General Shareholders’ Meeting and the Board of<br />
Directors have responsibility. The Company’s General<br />
Director is Boris Dubrovsky.<br />
MMK’s Management Board<br />
Before 20 May <strong>2011</strong>, the Company’s collective executive body was the Management Board. After 20 May <strong>2011</strong>,<br />
functions of the Management Board were distributed between the General Director and the Board of Directors.<br />
Members of the Management<br />
Board:<br />
Chairman:<br />
(Before 21 February <strong>2011</strong>)<br />
Member of the Board:<br />
68 69<br />
MMK’s Management Board<br />
(before 20 May <strong>2011</strong>)<br />
Rafkat Takhautdinov (born in 1958) – First Vice-President of LLC MMK Managing Company for<br />
Strategic Development and <strong>Steel</strong>-Making, member of the Management Board since 21 May 2010.<br />
13<br />
Boris Dubrovsky<br />
Year of birth 1958<br />
Education<br />
Positions held<br />
Graduate of the <strong>Magnitogorsk</strong> Mining and <strong>Steel</strong><br />
Academy and the Russian Presidential Academy<br />
of National Economy and Public Administration<br />
since <strong>2011</strong> - General Director of MMK;<br />
since 2010 - member of the Board of Directors of<br />
OJSC Zavod #9;<br />
since <strong>2011</strong> - member of the Board of Directors of<br />
OJSC Uralkriomash;<br />
since <strong>2011</strong> - member of the Board of Directors<br />
of MMK Metalurji Sanayi, Ticaret ve Liman<br />
İşletmeciliği Anonim Şirketi;<br />
since <strong>2011</strong> - member of MMK’s Board of<br />
Directors<br />
Vladimir Andriyanov (born in 1956) – Commercial Director, member of the Management Board since<br />
21 December 2001;<br />
Valentin Antonyuk (born in 1950) – Director for Capital Construction, member of the Management<br />
Board since 13 April 2001.<br />
Yury Bodyaev (born in 1961) – Managing Director, member of the Management Board since 30 May<br />
2003.<br />
Andrey Yeremin (born in 1972) – Acting Director for Strategic Development, member of the<br />
Management Board since 19 November 2010.<br />
Marina Zhemchueva (born in 1960) – Chief Accountant; Chief Accountant of LLC MMK Managing<br />
Company; member of the Management Board since 19 May 1997.<br />
Nikolai Lyadov (born in 1956) – Sales Director; member of the Management Board since 30 March<br />
2007.<br />
Alexander Mastruev (born in 1952) – Vice-President for Personnel and Social Programmes of LLC<br />
MMK Managing Company; member of the Management Board since 19 May 1997.<br />
Vladimir Ruga (born in 1970) – Director for External Communications of OJSC MMK; member of the<br />
Management Board since 19 November 2010.<br />
Ivan Senichev (born in 1970) – Director for Human Resources of OJSC MMK; member of the<br />
Management Board since 19 November 2010.<br />
Dmitri Usanov (born in 1978) – Director for Capital Markets of OJSC MMK; member of the<br />
Management Board since 19 November 2010.<br />
Oleg Fedonin (born in 1967) – Vice-President of LLC MMK Managing Company for Finances and<br />
Economics; member of the Management Board since 27 November 2009.<br />
Arkadiy Chernov (born in 1953) – Head of the Staff of the President of LLC MMK Managing Company;<br />
member of the Management Board since 24 March 2000.
<strong>2011</strong> /<br />
ANNUAL REPORT<br />
About Us Sales Markets<br />
Finances<br />
Risks<br />
Social Sphere<br />
Management<br />
Information<br />
Remuneration of Senior Management<br />
Remuneration of MMK’s senior management comprises a monthly salary and an annual bonus.<br />
The annual bonus depends on achievement of key performance indicators. Key performance<br />
indicators are determined based on MMK’s short- and long-term goals.<br />
Members of MMK’s senior management do not receive any additional compensation for their work in<br />
MMK’s and its subsidiaries’ governing bodies (MMK’s Management Board and Boards of Directors of<br />
subsidiaries).<br />
Audit Committee<br />
Functions<br />
Committee<br />
members:<br />
Audit Committee<br />
Internal audit of the Company’s financial and business<br />
operations;<br />
Ensuring legal compliance and protection of shareholder<br />
rights.<br />
12<br />
Chairman: Igor Vier (born in 1961)<br />
Committee<br />
members:<br />
Remuneration<br />
of the Audit<br />
Committee<br />
Regulations:<br />
Dmitry Lyadov (born in 1973)<br />
Evgeny Kebenko (born in 1969)<br />
Alexander Maslennikov (born in 1969)<br />
Alexey Zaitsev (born in 1977)<br />
Yaroslav Letimin (born in 1969)<br />
Oksana Dyuldina (born in 1971)<br />
Ilya Postolov (born in 1976)<br />
Galina Akimova (born in 1969)<br />
Boris Chistov (born in 1974)<br />
Olga Nazarova (born in 1983)<br />
Elena Artamonova (born in 1954)<br />
On 20 May <strong>2011</strong> MMK’s <strong>Annual</strong> General Shareholders’<br />
Meeting approved the size of remuneration and<br />
compensation to members of the Audit Committee<br />
totalling RUB 39 million.<br />
http://www.mmk.ru/upload/iblock/<br />
f52/dhkagnobhmcsodptnvhx%20ik%20<br />
vdrsnlvggznqatepulbx%20ep%20atiopqlxag%20%20<br />
aszndvukuhbvbfkw%20qltuau%20ojidzu%20_aabbsaowvi_.<br />
pdf.<br />
Information about the Registrar<br />
Closed Joint-Stock Company Registrar Company STATUS (license # 10-000-1-00304, issued on 12 March<br />
2004 by the Federal Agency for Financial Markets for an indefinite period) is responsible for maintaining<br />
and keeping OJSC MMK's share register. The Registrar’s registered office is located at the address:<br />
Ul. Novorogozhskaya 32, Building 1, Moscow, 109544, Russian Federation<br />
tel: +7(495) 974-83-50<br />
fax: +7(495) 678-71-10<br />
e-mail: office@rostatus.ru<br />
Financial <strong>Report</strong>ing Internal Control System<br />
OJSC MMK has created and operates an internal control system.<br />
The system's efficiency is assessed every year with respect to the materiality level evaluated on an<br />
annual basis in order to verify the reliability of annual consolidated financial statements. To determine<br />
the materiality level, a top-down approach is applied in conformity with the methodology used for<br />
internal control systems' audits as set out in Audit Standard # 5 (PCAOB AS5).<br />
The financial reporting internal control system is operated to ensure a reasonable degree of security<br />
regarding the accuracy of financial reports and their compliance with the applicable standards (IFRS).<br />
Day-to-day supervision of the financial statements is performed independently by the Vice President for<br />
Finances and Economics and the Control Administration.<br />
Information on the Auditor<br />
The auditor’s rotation policy is in line with regulations governing OJSC MMK Board of Directors’ Audit<br />
Committee, and is based on the selection of an internationally renowned and reputable auditor.<br />
In <strong>2011</strong>, KPMG was the Company’s Auditor (KPMG was also the Company’s Auditor from 1997 to 2005).<br />
From 2006 to 2010, the Company’s Auditor was Deloitte and Touche CIS, a division of Deloitte.<br />
The Auditor's fees in <strong>2011</strong> totalled RUB 28 million and included:<br />
• fees for audit of RAS <strong>2011</strong> accounting (financial) statements totalling RUB 8 million;<br />
• fees for review of the <strong>2011</strong> consolidated accounting (financial) statements and audit of<br />
accounting (financial) statements prepared under IFRS totalling RUB 20 million.<br />
Every year the appointed Auditor confirms its independence from the Company. The Board’s Committee<br />
for Audit reviews the provision of any non-audit services to be provided by the Auditor, in order to<br />
maintain the independent status of the Company’s Auditor.<br />
In <strong>2011</strong>, KPMG did not provide any services to OJSC MMK which were not related to audit.<br />
Membership certificate #255 dd. 28.12.2009. Principal Number of Registration Entry: 10301000804.<br />
Location: Olimpiysky Prospekt 18/1, ap.3035, Moscow.<br />
70 71
<strong>2011</strong> /<br />
ANNUAL REPORT<br />
About Us Sales Markets<br />
Finances<br />
Risks<br />
Social Sphere<br />
Management<br />
Information<br />
Information for Investors<br />
Information on Company Securities<br />
Ordinary Shares<br />
OJSC MMK's shares are traded on MICEX-RTS, the leading Russian stock market, and are listed on the<br />
London Stock Exchange (LSE).<br />
Trading Platform Issuer code<br />
MICEX-RTS, Moscow MAGN<br />
LSE, London MMK<br />
*1MICEX and RTS merged on 16 December <strong>2011</strong><br />
On the LSE, MMK's shares are traded as Global Depositary Receipts (GDRs), with 1 GDR corresponding to 13<br />
shares. MMK’s free float represents 12.7 % of the Company’s outstanding shares.<br />
The Company's shares are included in the following indices:<br />
Index Date of inclusion<br />
RTS Index 15.10.2007<br />
MICEX Index 15.10.2007<br />
RTS Metals and Mining Index 15.06.2007<br />
MICEX Metals and Mining Index 14.08.2007<br />
MICEX MC Index 06.08.2007<br />
DAX Global Russia 24.09.2007<br />
OJSC MMK Share Quotes and Trading Volumes on LSE (USD)<br />
Minimum Maximum End of the period<br />
Average daily<br />
trading volume<br />
2009 2.09 11.53 11.3 3,673,185<br />
2010 8.79 15.19 14.55 5,892,020<br />
<strong>2011</strong> 4.25 16.23 4.87 6,022,151<br />
Share price<br />
Trading volume<br />
72 73<br />
3<br />
2<br />
1<br />
0<br />
5%<br />
-5%<br />
-15%<br />
-25%<br />
-35%<br />
-45%<br />
-55%<br />
-65%<br />
-75%<br />
31.12.10<br />
25.01.11<br />
Million shares<br />
OJSC MMK GDR Share Price on LSE<br />
and Bloomberg Europe Metals & Mining Index in <strong>2011</strong><br />
19.02.11<br />
16.03.11<br />
10.04.11<br />
05.05.11<br />
30.05.11<br />
3 Jan <strong>2011</strong> 24 Feb <strong>2011</strong> 16 Apr <strong>2011</strong> 7 Jun <strong>2011</strong> 28 Jul <strong>2011</strong> 17 Sep <strong>2011</strong> 10 Nov <strong>2011</strong> 31 Dec <strong>2011</strong><br />
OJSC MMK Share Price and Trading Volumes on MICEX (RUB)<br />
Minimum Maximum End of the period<br />
Average daily<br />
trading volume<br />
2009 5.03 27.19 25.03 43,155,031<br />
2010 20.80 34.61 32.90 72,142,274<br />
<strong>2011</strong> 10.91 37.06 12.36 121,457,684<br />
24.06.11<br />
19.07.11<br />
13.08.11<br />
07.09.11<br />
02.10.11<br />
27.10.11<br />
Bloomberg Europe Metals & Mining Index MMK<br />
21.11.11<br />
16.12.11
<strong>2011</strong> /<br />
ANNUAL REPORT<br />
About Us Sales Markets<br />
Finances<br />
Risks<br />
Social Sphere<br />
Management<br />
Information<br />
Share price<br />
40<br />
30<br />
20<br />
10<br />
RUR<br />
3 Jan <strong>2011</strong> 24 Feb <strong>2011</strong> 16 Apr <strong>2011</strong> 7 Jun <strong>2011</strong> 28 Jul <strong>2011</strong> 17 Sep <strong>2011</strong> 10 Nov <strong>2011</strong> 31 Dec <strong>2011</strong><br />
Trading volume<br />
40<br />
30<br />
20<br />
10<br />
million shares<br />
OJSC MMK Share Price and Trading Volumes on MICEX in <strong>2011</strong><br />
0<br />
3 Jan <strong>2011</strong> 24 Feb <strong>2011</strong> 16 Apr <strong>2011</strong> 7 Jun <strong>2011</strong> 28 Jul <strong>2011</strong> 17 Sep <strong>2011</strong> 10 Nov <strong>2011</strong> 31 Dec <strong>2011</strong><br />
Supported by the global economic recovery and progressively increasing world demand for steel<br />
products in 2010, investor demand for MMK shares increased in Q1 <strong>2011</strong>. During this period, MMK<br />
continued to increase its exposure to the domestic market.<br />
At the beginning of Q2 <strong>2011</strong>, stocks trended downwards as the Greek debt crisis threatened to spill over<br />
into other European markets. Russian and European stock indices declined amid fears that the European<br />
debt crisis might hamper the global recovery.<br />
As of 30 December, <strong>2011</strong>, analysts from leading investment banks, including JP Morgan, Morgan Stanley,<br />
Citi Group, Credit Suisse, UBS, Merrill Lynch, had “buy” recommendations on MMK shares. Among<br />
the Company’s strengths they listed the growing share of high value added products, exposure to<br />
burgeoning sectors of the domestic market and the highest potential in the sector to increase output.<br />
MMK’s investor relations programme in <strong>2011</strong> helped to improve liquidity. The average daily trading<br />
volume for the three stock markets (RTS, MICEX, LSE) reached USD 10.0 million in <strong>2011</strong> (against USD 8.1<br />
million in 2010). The LSE remained the most liquid trading venue for the Company, accounting for 60%<br />
of share transactions in <strong>2011</strong>. Share turnover on the Russian stock market began to increase at the end<br />
of <strong>2011</strong>.<br />
MMK’s market cap trended upwards in Q1 <strong>2011</strong><br />
and reached a year high of USD 13,951 million<br />
on January 18, <strong>2011</strong>. In March <strong>2011</strong>, the global<br />
geopolitical situation began to deteriorate rapidly<br />
(earthquake in Japan, escalation of riots in Bahrain<br />
and worse than expected economic performance<br />
in the US). The stock markets were immediately<br />
affected, with investors fearing that the global<br />
economic recovery might be undermined.<br />
In September <strong>2011</strong>, global market meltdown<br />
continued amid new recession fears, unresolved<br />
issues related to Greece and discouraging<br />
suggestions from the US Federal Reserve<br />
regarding support for financial markets.<br />
As of 31 December <strong>2011</strong>, MMK’s market<br />
capitalization stood at USD 4,183 million.<br />
Investor Relations<br />
74 75<br />
MMK Market Capitalization in <strong>2011</strong>, USD<br />
million (LSE)<br />
One of the Company’s priorities is to maintain strong relations with existing and potential investors<br />
through direct dialogue and in line with existing legislation and best practice.<br />
MMK’s management has focused on responding to the interests of investors, and establishing a<br />
relationship based on trust by improving transparency. In keeping with the principles of transparency<br />
and accessibility of information, the Company publishes statements of significant events on the website<br />
of the London Stock Exchange. The Company's official site has sections devoted to Investor Relations<br />
and Corporate Governance that contain a wide array of information in Russian and English, including<br />
the Company's internal documents and bylaws, annual reports, information for shareholders' meetings,<br />
data on the Company's registrar and auditors, information on dividend payments, as well as quarterly<br />
financial statements under IFRS and RAS. The website also features a financial calendar with planned<br />
events and reporting dates.<br />
More detailed information can be found on MMK's official site at: http://www.mmk.ru in the Investor<br />
Relations and Corporate Governance sections.<br />
Effective dialogue with the capital markets requires constant attention from the Company's<br />
management. MMK management regularly participates in international conferences and holds meetings<br />
with investors. Publication of quarterly financial results always includes telephone conferences for<br />
investors with MMK management. Financial statements are supplemented with presentations which give<br />
additional insight into the Company’s performance and strategy.<br />
Investors are invited to contact us with any questions related to MMK’s business activity:<br />
Valentina Khavantseva<br />
Corporate Secretary<br />
Tel: +7 (3519) 24-72-29<br />
E-mail: khavanceva.vn@mmk.ru<br />
Dec<br />
Jan<br />
Feb<br />
Mar<br />
Apr<br />
May<br />
Jun<br />
Jul<br />
Aug<br />
Sep<br />
Oct<br />
Nov<br />
Dec<br />
0<br />
2,000<br />
4,111<br />
4,000<br />
4,183<br />
5,325<br />
5,351<br />
Andrey Serov<br />
Investor Relations Department<br />
Tel: +7 (3519) 24-52-97<br />
E-mail: serov.ae@mmk.ru<br />
6,000<br />
6,851<br />
8,000<br />
10,000<br />
10,796<br />
10,151<br />
9,782<br />
9,541<br />
12,000<br />
12,507<br />
12,550<br />
12,421<br />
12,575
<strong>2011</strong> /<br />
ANNUAL REPORT<br />
About Us Sales Markets<br />
Finances<br />
Risks<br />
Social Sphere<br />
Management<br />
Information<br />
Publication of Production Results<br />
10 February 2012<br />
20 April 2012<br />
25 May 2012<br />
2012 Financial Calendar*<br />
General Shareholders' Meetings<br />
Board of Directors Meetings<br />
OJSC MMK <strong>Annual</strong> General<br />
Shareholders' Meeting<br />
OJSC MMK Board of Directors<br />
Meetings<br />
Publication of RAS Financial Statements<br />
22 March 2012 Q4 (12 months) <strong>2011</strong><br />
May 2012 Q1 (3 months) 2012<br />
August 2012 Q2 (6 months) 2012<br />
October 2012 Q3 (9 months) 2012<br />
Publication of IFRS Financial Statements<br />
18 April 2012 Q4 (12 months) <strong>2011</strong><br />
June 2012 Q1 (3 months) 2012<br />
September 2012 Q2 (6 months) 2012<br />
December 2012 Q3 (9 months) 2012<br />
Publication of Production Results<br />
27 January 2012 Q4 (12 months) <strong>2011</strong><br />
26 April 2012 Q1 (3 months) 2012<br />
July 2012 Q2 (6 months) 2012<br />
October 2012 Q3 (9 months) 2012<br />
*dates are subject to change (http://www.mmk.ru/for_investor/financial_calendar/ )<br />
<strong>Report</strong> on Payment of Declared (Accrued) Dividends on OJSC MMK Shares<br />
MMK's dividend policy is based on shareholders' interests and the Company’s requirements for further<br />
growth and technological upgrades.<br />
The Regulations on the Dividend Policy can be found at the following address: http://www.mmk.ru/<br />
corporate_governance/internal_documents/group_documents/<br />
Basis year<br />
for dividend<br />
accrual<br />
Dividend per share,<br />
RUB<br />
2006 3.209<br />
2007 0.920<br />
2008 0.382<br />
2009 0.37<br />
2010 0.33<br />
<strong>2011</strong>** 0.00<br />
OJSC MMK Dividend Payments<br />
76 77<br />
Dividends accrued<br />
34,112,381.11 RUB '000<br />
1,287,696.70 USD '000<br />
10,488,754.52 RUB '000<br />
428,712.38 USD '000<br />
4,268,594.06 RUB '000<br />
173,891.90 USD '000<br />
4,134,502.1 RUB '000<br />
130,921.54 USD '000<br />
3,687,528.90 RUB '000<br />
121,420.12 USD '000<br />
— RUB '000<br />
— USD '000<br />
*For 2006-2007 under US GAAP, for 2008-2010 under IFRS (parent company shareholders' profit for the period).<br />
** At the meeting on April 20, 2012, the Board of Directors resolved not to distribute dividends for <strong>2011</strong>.<br />
Dividend as a<br />
proportion of net<br />
profit*<br />
90 %<br />
24 %<br />
16 %<br />
56 %<br />
48 %<br />
0 %
<strong>2011</strong> /<br />
ANNUAL REPORT<br />
About Us Sales Markets<br />
Finances<br />
Risks<br />
Social Sphere<br />
Management<br />
Information<br />
Board of Directors report on MMK’s<br />
performance in <strong>2011</strong><br />
Following on from the Strategic Development Plan through 2017 approved by the Board of Directors<br />
in 2008, in <strong>2011</strong> a Business Development Plan through 2013 was drafted and ratified. The Business<br />
Development Plan includes the following priorities:<br />
1. Procurement of raw materials;<br />
2. Expansion of steel products deliveries to the higher priority domestic market;<br />
3. Consolidation of MMK’s position in the key export markets of Asia, the Middle East and North<br />
Africa;<br />
4. Technical upgrading of OJSC MMK;<br />
5. Improvement of the Quality Management System;<br />
6. Improvement of the Corporate Governance System;<br />
7. Minimization of environmental impact;<br />
8. Improvement of the HR management system;<br />
9. Enhancement of social security for OJSC MMK’s employees.<br />
In <strong>2011</strong>, the Board of Directors held 17 meetings and voted on 203 issues. The most significant decisions<br />
with the greatest effect on the Company’s activity in the reporting year were the following:<br />
1. Determination to establish a Committee for Audit, Committee for Strategic Planning and<br />
Corporate Governance, and Committee for Nominations and Remunerations, all reporting to the<br />
Board of Directors;<br />
2. Decisions to approve long-term plans, projects, strategies and core activities of MMK and<br />
companies within MMK Group;<br />
3. Decisions governing the Company’s financial and economic strategy (monitoring of execution<br />
and approval of OJSC MMK’s financial and economic plan and guidelines of fundraising and<br />
placement).<br />
Under the Federal Law on Joint Stock Companies, the Board of Directors is the key body safeguarding<br />
shareholders’ rights, shaping and implementing the Company’s strategic development plan and<br />
overseeing successful operating and financial results.<br />
All of the Board’s actions in the reporting year were fully transparent for shareholders, and minutes of all<br />
meetings are available to any shareholder on request.<br />
The Board’s activity in <strong>2011</strong> was in full conformity with the approved programme, and implementation<br />
was monitored on a regular basis. There were no unexecuted decisions for the reporting period.<br />
General Information on MMK<br />
Full Name of the Company:<br />
• in Russian: Открытое акционерное общество «Магнитогорский металлургический комбинат»;<br />
• in English: Open Joint Stock Company <strong>Magnitogorsk</strong> <strong>Iron</strong> & <strong>Steel</strong> <strong>Works</strong>.<br />
Abbreviated Name of the Company:<br />
• in Russian: ОАО «ММК»;<br />
• in English: OJSC MMK.<br />
State Registration Certificate<br />
Certificate #0002 series GA (registration #186).<br />
Date of state registration: 17.10.1992.<br />
Certificate of Entry in the Uniform State Register of Legal Entities: series 74 # 000603904, OGRN<br />
1027402166835, date of entry: August 12, 2002.<br />
The Company’s location and postal address:<br />
Ul. Kirova 93, <strong>Magnitogorsk</strong>, 455000, Chelyabinsk Region, Russia.<br />
Tel: 24-72-92, 24-30-04, Fax: 24-73-09<br />
Company Website:<br />
Web-site: http://www.mmk.ru<br />
Communications and Public Relations:<br />
Phone: (3519) 24-03-02, fax: (3519) 24-85-54, е-mail: press@mmk.ru<br />
Legal Status of OJSC MMK<br />
<strong>Magnitogorsk</strong> <strong>Iron</strong> and <strong>Steel</strong> <strong>Works</strong> is an open joint stock company. According to the legislation of the<br />
Russian Federation, a joint stock company is an organization whose authorized capital is divided into a<br />
certain number of shares which certify rights of obligation of the company’s members (shareholders) in<br />
relation to the company.<br />
The shareholders are not responsible for the Company’s obligations and bear the risk of losses in<br />
connection with the Company’s activity to the extent of their shares’ value.<br />
The Company is a legal entity which owns separate property entered in the Company’s independent<br />
balance sheet. The number of shareholders of the Company is not limited.<br />
Countries in Which the Organization Conducts its Business<br />
OJSC MMK runs its operations in the Russian Federation (<strong>Magnitogorsk</strong>, Belovo, Bakal, St. Petersburg and<br />
Moscow) and the Republic of Turkey (Istanbul, Iskenderun). The Company’s key suppliers are located in<br />
Russia and Kazakhstan. MMK sells its products to 70 countries worldwide. The key shipment destinations<br />
include CIS, the Middle East, Europe, and Asia.<br />
78 79
<strong>2011</strong> /<br />
ANNUAL REPORT<br />
About Us Sales Markets<br />
Finances<br />
Risks<br />
Social Sphere<br />
Management<br />
Information<br />
General Information on the <strong>Annual</strong> <strong>Report</strong><br />
Date of Publication of the Latest Previous <strong>Report</strong><br />
The previous <strong>Annual</strong> <strong>Report</strong> of OJSC MMK was prepared based on 2010 results and approved by the<br />
<strong>Annual</strong> General Shareholders' Meeting on 20 May <strong>2011</strong>. OJSC MMK’s <strong>Annual</strong> <strong>Report</strong> 2010 is available for<br />
review at MMK's web site www.mmk.ru/for_investor/annual_reports/<br />
Procedure of Determining the <strong>Report</strong>’s Content<br />
<strong>Annual</strong> <strong>Report</strong>s of OJSC MMK are prepared each year in accordance with Federal Law of the Russian<br />
Federation on Joint Stock Companies no. 208-FZ dated 26 December 1995, as amended and with the<br />
Regulation on Information Disclosure by Issuers of Securities of the Federal Agency for Financial Markets<br />
no. 11-46/pz-n dated 4 October <strong>2011</strong>.<br />
In preparing this <strong>Annual</strong> <strong>Report</strong>, OJSC MMK aimed at the fullest possible disclosure of information<br />
related to all aspects of its operations in <strong>2011</strong>. The <strong>Report</strong> covers the Company’s various activities<br />
(production, business, financial, social and environmental) of interest to all parties concerned. The<br />
parties concerned were identified following a comprehensive analysis of the Company's operations and<br />
the influence exerted by them on the social sphere and the environment.<br />
As a result, top priority was assigned to the following subjects: production, financial performance, sales,<br />
related party transactions as well as the Company’s social and environmental activities. All facts and<br />
events influencing the Company’s ability to achieve its strategic goals were considered material.<br />
Scope of the <strong>Report</strong><br />
This <strong>Report</strong> has been prepared on the basis of the results of OJSC MMK’s operations, as presented in<br />
financial statements prepared according to Russian Accounting Standards for the <strong>2011</strong> financial year,<br />
and consolidated financial statements for MMK Group were prepared according to IFRS.<br />
Limitations Regarding the Scope of the <strong>Report</strong><br />
This <strong>Report</strong> provides a complete picture of MMK’s operations, and any further expansion of the <strong>Report</strong><br />
is possible only in terms of increasing the number of performance indicators, should such interest be<br />
expressed by any of our stakeholders.<br />
Influence on the Comparability of the <strong>Report</strong><br />
This <strong>Report</strong> includes information on MMK Group’s operational results and is therefore comparable to the<br />
reports of OJSC MMK and the MMK Group for previous periods.<br />
Material Changes in the <strong>Report</strong><br />
This <strong>Report</strong> does not contain any material changes compared to the information provided in previous<br />
reports, or any changes in relation to previous periods in terms of the content, scope or measurement of<br />
OJSC MMK’s results.<br />
Boris Dubrovsky, General Director, OJSC MMK<br />
Marina Zhemchueva, Chief Accountant, OJSC MMK<br />
80<br />
Working for a<br />
greater Russia!<br />
93, Ul.Kirova, <strong>Magnitogorsk</strong>, Russia<br />
Tel.: 8-800-775-000-5 (toll free in Russia)<br />
Fax: (3519) 24 73 09<br />
455000, Россия, г. Магнитогорск, ул. Кирова, 93. Тел.: (3519) 24 79 29. Факс: (3519) 24 92 00.<br />
www.mmk.ru<br />
www.mmk.ru
New technology,<br />
new potential<br />
www.mmk.ru