Investor Presentaiton
TMK Corporate Governance
Key considerations
The Board of Directors is comprised of 11 members,
including 5 independent directors, 4 non-executive
directors and 2 executive directors.
■ TMK's day-to-day operations are managed by the CEO
and the Management Board which consists of eight
members.
The Company has an integrated system of internal
controls which provides assurance as to the efficiency
and management of risks of operations.
Committees
The Board of Directors has three standing committees:
Audit Committee, Nomination and Remuneration
Committee, Strategy Committee.
The committees have been formed in compliance with
PAO TMK's Corporate Governance Code, which
specifically requires that the Audit Committee and the
Nomination and Remuneration Committee include
independent directors only, or, where it is not
reasonably possible, comprise independent directors
and non-executive directors only.
Audit
Committee
Committee
Nomination and
Remuneration Committee
Strategy
Committee
Chairman
Peter O'Brien
Independent director
Sergey Kravchenko
Independent director
Alexander Shokhin
Independent director
DMITRY PUMPYANSKIY, Chairman of the Board of Directors, non-executive director
Born in 1964. Graduated from the Urals Polytechnic Institute (now Ural Federal University) in 1986. Professor, PhD
in Technical Sciences and Doctor of Economics.
Relevant experience: Chairman of the Board of Directors of Sinara Group. Member of the Management Board of
the Russian Union of Industrialists and Entrepreneurs. Member of the Board of Directors of World Steel Association.
Member of the Management Board of the Russian Chamber of Commerce and Industry. Member of the Supervisory
board of the Russian Steel Association. President of the Sverdlovsk Regional Union of Industrialists and
Entrepreneurs. Chairman of the Supervisory Committee of Ural Federal University.
YAROSLAV KUZMINOV, Independent director, member of the Board of Directors
Graduated from the Lomonosov Moscow State University in 1979, Candidate of Sciences (Economics), Associate
Professor.
Relevant experience: Rector of National Research University "Higher School of Economics", Member of the Council
of "Center for Strategic Research" Foundation, Member of All-Russian non-governmental Organization "Russian
Rectors' Union", Member of the Executive Board of All-Russian industrial Association of employers "Russian
Engineering Union", Member of non-profit partnership "Russian International Affairs Council", Chairman of the
Council of Association of leading universities in the sphere of economics and management, Member of the Board of
directors of JSC "Izdatelstvo Prosveshcheniye" and also is the member of governing bodies of other non-profit-
making organizations.
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 and completed the 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, Chairman of the Board of
Directors of PAO TransFin-M.
ALEKSANDER SHOKHIN, Independent director, Chairman of the Strategy Committee
Born in 1951. Graduated from the Lomonosov Moscow State University in 1974. PhD, Doctor of Economics,
Professor.
Relevant experience: President of the Russian Union of Industrialists and Entrepreneurs, President of the Higher
School of Economics State University, member of the Board of Directors of AO Russian Small and Medium Business
Corporation, 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.
SERGEY KRAVCHENKO, Independent director, Chairman of the Nomination and Remuneration Committee
Born in 1960. Graduated from the Moscow State University of Mechanical Engineering in 1982. Professor,
Doctor of Technical Science.
Relevant experience: President of Boeing Russia and CIS since 2002, responsible for the company's business
development in Russia and CIS. Prior to joining Boeing in 1992 was a lead member of the Russian Academy of
Sciences.
ROBERT MARK FORESMAN, Independent director, member of the Board of Directors
Born in 1968. Graduated from Bucknell University (USA) in 1990 and Harvard University Graduate School of Arts &
Sciences in 1993.
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, Vice Chairman at UBS Investment
Bank.
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