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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 />

ANNUAL REPORT<br />

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 />

ANNUAL REPORT<br />

About Us Sales Markets<br />

Finances<br />

Risks<br />

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 />

About Us Sales Markets<br />

Finances<br />

Risks<br />

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 %


<strong>2011</strong> /<br />

ANNUAL REPORT<br />

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Social Sphere<br />

Management<br />

Information<br />

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


<strong>2011</strong> /<br />

ANNUAL REPORT<br />

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Finances<br />

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Management<br />

Information<br />

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


<strong>2011</strong> /<br />

ANNUAL REPORT<br />

About Us Sales Markets<br />

Finances<br />

Risks<br />

Social Sphere<br />

Management<br />

Information<br />

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 />

ANNUAL REPORT<br />

About Us Sales Markets<br />

Finances<br />

Risks<br />

Social Sphere<br />

Management<br />

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 />

ANNUAL REPORT<br />

About Us Sales Markets<br />

Finances<br />

Risks<br />

Social Sphere<br />

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 />

ANNUAL REPORT<br />

About Us Sales Markets<br />

Finances<br />

Risks<br />

Social Sphere<br />

Management<br />

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 />

ANNUAL REPORT<br />

About Us Sales Markets<br />

Finances<br />

Risks<br />

Social Sphere<br />

Management<br />

Information<br />

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 />

About Us Sales Markets<br />

Finances<br />

Risks<br />

Social Sphere<br />

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 />

ANNUAL REPORT<br />

About Us Sales Markets<br />

Finances<br />

Risks<br />

Social Sphere<br />

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 />

ANNUAL REPORT<br />

About Us Sales Markets<br />

Finances<br />

Risks<br />

Social Sphere<br />

Management<br />

Information<br />

46 47


<strong>2011</strong> /<br />

ANNUAL REPORT<br />

About Us Sales Markets<br />

Finances<br />

Risks<br />

Social Sphere<br />

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


<strong>2011</strong> /<br />

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Information<br />

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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Information<br />

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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Information<br />

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

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