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Board of Directors

Valery Kazikaev
Independent non-executive Director

Member of the Finance, Budgeting and Strategy Committee.

Member of the Board of Directors since October 2013.

Graduated from the Moscow Mining Institute; holds a PhD in Economics.

Chairman of the Board of Directors of BMC, CEO of Holding Company BMC.

Nikolai Krylov
Independent non-executive Director

Member of the Board of Directors since April 2015.

Doctor of Law, J. D. degree from Yale Law School.

Sector Head at the Institute of State and Law of the Russian Academy of Sciences since 2012.

Irina Lupicheva
Non-executive Director

Member of the Audit Committee.

Member of the Board of Directors since February 2013.

Graduated from the Moscow State Institute of International Relations (MGIMO) with a degree in International Economic Relations; holds a postgraduate degree from the Moscow Finance Academy.

Managing Director and Head of Risk and Control at USM Management since May 2012.

Ivan Tavrin
Non-executive director

Chairperson of the Remuneration Committee.

Member of the Board of Directors since April 2016.

Graduated from Moscow State Institute of International Relations (MGIMO) with a degree in International Law.

Chairman of the Board of Directors at CTC Media, member of the Board of Directors at Kommersant Publishing House, USM Holdings Limited, MegaFon, MO-TV Holdings Limited, 7TV Media Holding and Vyberi Radio Holding.

Ivan Streshinsky
Chairman of the Board of Directors

Member of the Board of Directors since February 2013.

Member of the Remuneration Committee.

Graduated with honours from the Department of Aeromechanics and Flight Engineering of the Moscow Institute of Physics and Technology.

CEO of USM Management, Member of the Board of Directors of USM Holdings Limited, USM Monaco Limited, MegaFon, Mail.Ru, Kommersant and CITY.

Dmitry Tarasov
Independent director

Member of the Finance, Budgeting and Strategy Committee, member of the Remuneration Committee.

Member of the Board of Directors since April 2014.

Graduated from the National University of Science and Technology (MISiS) with a degree in Metallurgy of Non-ferrous and Rare Metals and Alloys; holds a PhD in Engineering Science.

Executive Director of “CSM “METALLOINVEST” LLC.

Andrey Varichev
Executive Director

CEO of Management Company Metalloinvest.

Member of the Finance, Budgeting and Strategy Committee.

Member of the Board of Directors since April 2007.

Graduated from the Moscow Aviation Institute (formerly the Moscow State Aviation Technological University).

CEO of Management Company Metalloinvest since October 2013.

Pavel Mitrofanov
Non-executive Director

Chairperson of the Finance, Budgeting and Strategy Committee, member of the Audit Committee.

Member of the Board of Directors since June 2016.

Graduated from Lomonosov Moscow State University with a degree in Economics; received a master’s degree in Accounting, Analysis and Audit, and an MBA from Imperial College Business School; completed Harvard Business School’s (HBS) General Management Programme.

First Deputy CEO of USM Management since June 2016.

Galina Aglyamova
Independent non-executive Director

Chairperson of the Audit Committee, member of the Finance, Budgeting and Strategy Committee.

Member of the Board of Directors since October 2013.

Graduated from the National University of Science and Technology (MISiS); holds a PhD in Economics.

Vice President of NLMK untill the end of 2012.

For more details about the members of the Board of Directors, please visit the Company’s website.


Committees of the Board of Directors

The Board of Directors has set up three committees for the preliminary review of the most important matters pertaining to the Company’s operations:

  • Audit Committee;
  • Finance, Budgeting and Strategy Committee;
  • Remuneration Committee.

The committees are responsible for the preliminary review of the most important issues within the remit of the Board of Directors and the provision of recommendations on the relevant decisions.


Report of the Finance, Budgeting & Strategy Committee

Members of the Committee

  • Pavel Mitrofanov (Chairperson)
  • Galina Aglyamova
  • Andrey Varichev
  • Valery Kazikaev
  • Dmitry Tarasov

Committee functions

  • drafting proposals on the Company’s priority areas;
  • assessing and drafting proposals on investment projects and M&A transactions;
  • drafting proposals on selected transactions, such as the sale and purchase of shares in other companies (including derivatives);
  • drafting proposals on the conclusion of SPA and supply agreements for steel, iron ore and other products, if the value of the transaction or several related transactions exceeds RUB 1.5 billion (excluding intra-group transactions);
  • drafting proposals on the conclusion of credit and loan agreements and security agreements thereto, bank deposit contracts, agreements to issue promissory notes and other fund-raising instruments, if the value of the transaction or several related transactions exceeds RUB 1 billion (excluding intra-group transactions);
  • drafting proposals on the Company’s dividend policy.

Committee activity in 2016

In 2016, the Committee held ten in-person and 25 in-absentia meetings.

In line with its key functions, the Committee provided methodological guidance and drafted recommendations on the development of:

  • Metalloinvest’s development strategy focus areas;
  • the Company’s annual budget and capex programme for 2017;
  • key management tasks for 2016, with a focus on business sustainability and operational efficiency;
  • key performance indicators and operational and financial targets for 2017.

In addition, the Committee drafted recommendations and proposals for the Board of Directors on the conclusion of SPA and supply agreements for steel and iron ore products, credit agreements and security agreements thereto, bank deposit contracts, and share purchase agreements.

Consistent efforts to improve the efficiency of Metalloinvest’s operations, stringent cost control and conservative debt policy supported the Company’s financial stability in 2016, a challenging year for the industry.

Pavel Mitrofanov

Chairperson of the Finance,
Budgeting and Strategy Committee

Report of the Audit Committee

Members of the Committee

  • Galina Aglyamova (Chairperson)
  • Irina Lupicheva
  • Pavel Mitrofanov

Committee functions

  • supervising the Company’s internal audit function by approving annual internal audit schedules, reviewing findings of material audits with a focus on internal controls and management response, assessing the efficiency of internal control procedures and drafting proposals for their improvement;
  • assessing the Company’s risk management system and drafting relevant improvement recommendations;
  • drafting recommendations to the Board of Directors to prevent, identify, and mitigate financial and operational risks;
  • analysing reports on significant breaches of the Company’s established risk limits and on the sufficiency of proposed measures to eliminate risk;
  • guiding the Company’s Management in identifying and managing new risks;
  • assessing the Company’s financial reporting;
  • assessing external auditor candidates and making recommendations on the remuneration of the external auditor;
  • assessing the external auditor’s report;
  • analysing and discussing with the auditor any significant gaps identified during the independent external audit.

Committee activity in 2016

In 2016, the Audit Committee held eight in-person meetings and 2 votes to review the following key issues:

  • approval of the 2015 consolidated IFRS statements and interim statements for the first three and six months of 2016;
  • review of the Company’s risk management programme for 2017, including the level of risk appetite;
  • drafting of recommendations to improve the Company’s risk management system;
  • drafting of recommendations to improve the Company’s internal control management;
  • review of internal audit reports and identified gaps, along with management proposals to eliminate those.

As part of last year’s efforts to develop the Company’s corporate risk management system, we embarked on an improvement programme of our internal audit. For us, this is a new milestone that reflects our maturity.

Galina Aglyamova

Chairperson of the
Audit Committee

Report of the Remuneration Committee

Members of the Committee

  • Ivan Tavrin (Chairperson)
  • Dmitry Tarasov
  • Ivan Streshinsky

Committee functions

  • draft proposals to be approved by the Board of Directors concerning remuneration policies for directors, the CEO, and members of the Management Board;
  • draft proposals on staff development and incentives;
  • draft HR and social policies;
  • draft resource planning principles.

Committee activity in 2016

In 2016, the Remuneration Committee held three in-person meetings.

In line with its key functions, the Committee provided methodological guidance and drafted recommendations on the development of:

  • KPIs for the senior executives of the Company and its controlled entities in 2016–2017;
  • corporate strategies for organisational development and personnel management;
  • programmes to boost employee engagement and performance.

Metalloinvest pays special attention to ensuring that its remuneration and incentive framework is in line with global best practices.
In 2016, we completed the establishment of a unified remuneration framework linking compensation to a job grading system, in which positions are ranked depending on their significance for the Company.
Since 1 January 2017, this system has been used across all of the Company’s enterprises. These efforts will result in greater staff engagement and stronger motivation, which will boost individual performance.

Ivan Tavrin

Chairperson of the
Remuneration Committee