Investor Presentaiton
Corporate Governance
Key Considerations
The corporate governance practices of the
Company in 2013 were in full compliance with
the Corporate Governance Code.
Starting 2011, TMK began publishing
quarterly consolidated IFRS reports.
The Board of Directors is comprised of 11
members, including 5 independent directors, 4
non-executive directors and 2 executive
directors.
As of 31 December 2013, members of the
Board of Directors held no interests in
affiliated companies.
The Board of Directors has 3 standing
committees, chairman of each committee is
an independent director:
Audit Committee;
Nomination
Committee;
and
Remuneration
Strategy Committee.
TMK's day-to-day operations are managed by
the CEO and the Management Board consists
of eight members.
Throughout 2013 and to date, the Company
has had an operational system of internal
control which provides reasonable assurance
as regards the efficiency of operations
covering all controls.
TMK ranks No 6 in S&P rating of corporate
governance among Russian companies.
Source: TMK
DMITRY PUMPYANSKIY, Chairman of the Board of Directors, non-executive director.
TMK
Born in 1964. Graduated from the Sergey Kirov Urals Polytechnic Institute in 1986. PhD in Technical Sciences,
Doctor of Economics. Founder and beneficial owner of TMK
Relevant experience: Chairman of the Supervisory Board of Russian Agricultural Bank, Member of the Board
of Directors at Rosagroleasing and SKB-Bank, President and Chairman of the Board of Directors of Sinara
Group,, member of the Management Board of the Russian Union of Industrialists and Entrepreneurs, CEO at
TMK, CEO at Sinara Group, Board member at various industrial and financial companies
MIKHAIL ALEKSEEV, Independent director, Chairman of the Nomination and Remuneration Committee
Born in 1964. Graduated from the Moscow Finance Institute in 1986. Doctor of Economics.
Relevant experience: Chairman of the Management Board of UniCredit Bank, Chairman of the Board and
President of "Rossiysky Promyishlenny Bank" (Rosprombank), Senior Vice President and Deputy Chairman of
the Management Board of Rosbank, Deputy Chairman of the Management Board of ONEXIM Bank, Deputy
Head of the General Directorate of the Ministry of Finance of the USSR.
PETER O'BRIEN, Independent director, Chairman of the Audit Committee.
Born in 1969. Graduated from Duke University (USA) in 1991 and obtained an MBA from Columbia University
Business School in 2000. Took a course in AMP at Harvard Business School in 2011.
Relevant experience: Member of the Management Board, Vice President, Head of the Group of Financial
Advisors to the President of Rosneft, Co-Head of Investment Banking, Executive Director of Morgan Stanley in
Russia, Vice President at Troika Dialog Investment Company, Press Officer at the US Treasury.
ALEKSANDER SHOKHIN, Independent director, Chairman of the Strategy Committee.
Born in 1951. Graduated from the Lomonosov Moscow State University in 1974. PhD, Doctor of Science,
Professor.
Relevant experience: President of the Russian Union of Industrialists and Entrepreneurs, President of the
Higher School of Economics State University, Board member at Lukoil, Russian Railways, member of the
Public Chamber of the Russian Federation, member of the State Duma, Minister of Labour and Employment
and Minister of Economic Affairs, Head of the Russian Agency for International Cooperation and Development,
twice appointed as Deputy Head of the Russian Government, Russia's representative to IMF and World Bank.
OLEG SCHEGOLEV, Independent director, member of the Strategy Committee.
Born in 1962. Graduated from the Moscow Finance Institute in 1984.
Relevant experience: First Vice President at Russneft, First Deputy Chairman of the Management Board and
First Deputy CEO at Itera, Executive Director at Slavneft, Deputy Head of the Department for Longterm Planning
of the Fuel and Energy Complex at the Ministry of Energy of the Russian Federation, chief officer, deputy
director, department head at Sibneft.
ROBERT MARK FORESMAN, Independent director, member of the Board of Directors since 2012.
Born in 1968. Graduated from Bucknell University (USA) in 1990 and Harvard University Graduate School of
Arts & Sciences in 1993. Obtained a certificate from the Moscow Power Engineering Institute in 1989.
Relevant experience: Head of Barclays Capital in Russia, Deputy Chairman of the Management Board at
Renaissance Capital, Chairman of the Management Committee for Russia and CIS at Dresdner Kleinwort
Wasserstein, Head of Investment Banking for Russia and CIS at ING Barings.
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