4.1

APPROACH TO CORPORATE
GOVERNANCE


4.2

MANAGEMENT
STRUCTURE


External auditor

(selected by
the sole shareholder)

Sole Shareholder
of OMK — VSW


The functions
of the sole-member executive body
have been transferred
to the managing
organization, OMK

OMK Board
of Directors


(Chairman
Anatoly Sedykh)

Collegial
Executive Body —
OMK Management
Board

Revision
Committee


(selected by the sole
shareholder)

Sole-member
executive body —
Chair of the Management
Board


(Natalya Eremina)

Internal Audit
Service


(documents regulating the activity
of the Internal Audit Service
are approved, and the director
is appointed, by the OMK
Board of Directors)

4.3

BOARD
OF DIRECTORS

4-AS

Anatoly
Sedykh

Chairman of the Board of Directors

Anatoly Sedykh has been Chairman of OMK’s Board of Directors since July 2017.

Previously, he was Chairman of OMK’s Management Board from January 2013 to July 2017.

He has held management positions at the company since 1999. Mr. Sedykh first headed Vyksa Steel Works and led the plant out of crisis. He was subsequently appointed OMK Director General and Chairman of the Board of Directors of VSW.

In 2002, he was elected Chairman of the Board of Directors, and was OMK President between 2003 and 2006.

Born in 1964, Mr. Sedykh graduated from the Moscow Institute of Steel and Alloys with a PhD in Economics. He began his career as an economist at the Central Scientific Research Institute of Ferrous Metallurgy.

4-NE

Natalya
Eremina

Chair of the Management Board, Member of the Board of Directors

Natalya Eremina has been Chair of OMK’s Management Board since July 2017.

Ms. Eremina joined OMK as Head of the Controlling Department in 2001. In 2004, she was appointed Director for Corporate Finance and Investor Relations. She was OMK’s Vice President from April 2006 to January 2016 and Deputy Chair of the Management Board from February 2016 to July 2017. Before joining the company, Ms. Eremina worked at Metallinvestbank as Head of the Interbank Lending Department, Head of the Lending Division, and Deputy Chair of the Management Board.

Ms. Eremina was born in 1971 and graduated with a degree in Mathematics from the Faculty of Mechanics and Mathematics at Lomonosov Moscow State University.

4-VM

Vladimir
Markin

Deputy Chairman
of the Board of Directors

Vladimir Markin was appointed Deputy Chairman of OMK’s Board of Directors in February 2018.

He has held management positions in the company since 2001, including Director General of the OMK Trading Centre and Marketing and Sales Director at OMK. He worked his way up from assistant foreman in the pipe finishing shop at Vyksa Steel Works to Deputy Manager of the Large Diameter Pipes Shop, Director of the Marketingand Sales Department, and Deputy General Director.

He was President of OMK from April 2006 to January 2018.

Mr. Markin was born in 1954. He graduated from the Moscow Institute of Steel and Alloys with a degree in Metallurgical Engineering.

4-AP

Anastasia
Poletaeva

Attorney at the Moscow City Bar, Member of the Board of Directors

Anastasia Poletaeva
was born In 1972.

She worked at OMK from 1998 to 2007 as a lawyer, head of department, Legal Director, and Corporate Management Director.

She was elected to and served on the boards of directors of the OMK Group companies Chusovoy Steel Works, Almetyevsk Pipe Plant, Vyksa Steel Works and Trubodetal.

She is a member of the Independent Directors Association. Since July 2007, she has been an attorney for the law firm Asnis & Partners at the Moscow City Bar.

Ms. Poletaeva graduated from the International Law Institute of the Russian Law Academy and the Master’s programme of the Faculty of Law at Moscow State University.

4-SO

Svetlana Obolenskaya

Corporate Secretary

Svetlana Obolenskaya has worked at OMK since 2000 and has served as Corporate Secretary since 2007.

She previously worked at the Moscow Region Property Fund.

She was elected to and served on the boards of directors of the OMK Group companies Chusovoy Steel Works and Almetyevsk Pipe Plant, and was Chair of the Trubodetal Plant Board of Directors.

Obolenskaya was born in 1970. She graduated from Moscow State Law Academy with a degree in Jurisprudence (Civil Law) and retrained at the Higher School of Economics as a Corporate Secretary and Corporate Management Specialist.


4.4

MANAGEMENT
BOARD

4-NE

Natalya
Eremina

Chair of the Management Board, Member of the Board of Directors

Natalya Eremina has been Chair of OMK’s Management Board since July 2017.

Ms. Eremina joined OMK as Head of the Controlling Department in 2001. In 2004, she was appointed Director for Corporate Finance and Investor Relations. She was OMK’s Vice President from April 2006 to January 2016 and Deputy Chair of the Management Board from February 2016 to July 2017. Before joining the company, Ms. Eremina worked at Metallinvestbank as Head of the Interbank Lending Department, Head of the Lending Division, and Deputy Chair of the Management Board.

Ms. Eremina was born in 1971 and graduated with a degree in Mathematics from the Faculty of Mechanics and Mathematics at Lomonosov Moscow State University.

4-ES

Eduard
Stepantsov

Head of the Commercial
Department

Eduard Stepantsov is a member of OMK’s Management Board and the Head of the Commercial Department.

He joined OMK in 1999 as the Director General of the OMK Technical Centre. In 2001, Mr. Stepantsov was appointed as OMK’s Deputy Director General and Director for Commercial Issues. He worked in a private investment business between 2003 and 2008. He was OMK’s Vice President from December 2008 to January 2016.

Born in 1963, Mr. Stepantsov graduated from the Irkutsk Institute of National Economy with a degree in Economics and Procurement Planning.

4-DCH

Dmitry
Chernyshev

Head of the Asset Development and Investment Department

Dmitry Chernyshev is Head of the Asset Development and Investment Department and a member of the Management Board.

He has been with the company since 2002, as Project Manager and First Deputy Director General of APP and Director for Strategic Development at VSW. He was Vice President and Head of the Research and Strategy Department from November 2007 to January 2016.

Throughout 1996–2001, he held various positions in the business development divisions of several Russian industrial companies.

Mr. Chernyshev was born in 1974. He graduated from Lomonosov Moscow State University and the Russian Government Academy of National Economy with a degree in Strategic Management.


4-JSH

Yulia
Shkhiyants

Head of the Economy
and Finance Department

Yulia Shkhiyants is a member of OMK’s Management Board and Head of the Economy and Finance Department.

Ms. Shkhiyants joined the company in May 2007 as Director for Economy and Finance. She was appointed Vice President of OMK in February 2013. She previously served as Chief Financial Officer of Greenoak Holdings, Finance Director of Zepter International, and as a senior auditor at KPMG.

Ms. Shkhiyants was born in 1975 and graduated from the Peoples’ Friendship University of Russia with a degree in Economics.

4-PT

Petr
Trushin

Efficiency Management
Director

Petr Trushin joined OMK’s Management Board in February 2017.

He previously headed OMK’s Target Setting and Evaluation Department.

He joined the company in 2008 as the Head of Business Consulting. He has also held management positions in company subdivisions involved in internal audit and improving the efficiency of business processes. Prior to joining OMK, he worked at Siberian Coal Energy Company (SUEK) and PwC.

Mr. Trushin was born in 1982 and graduated from the National Research University Higher School of Economics in Moscow with a degree in Management.

4-SN

Svetlana
Nikolashina

Head of the Human Resources Department

Svetlana Nikolashina is a member of OMK’s Management Board and Head of the Human Resources Department.

From 2002 to 2003 Ms. Nikolashina was the HR Director at VSW. She became OMK’s HR Director in 2003 and was appointed Vice President in February 2015. She previously worked for Severstal in project teams and as HR Director at the company’s subsidiaries.

Ms. Nikolashina was born in 1979. She graduated from the St. Petersburg State University of Engineering and Economicswith a degree in Finance and Credit, and holds an MBA in Strategic Management from the Russian Government Academy of National Economy. She has also taken courses in staff management.

4.5

MANAGEMENT BOARD
ACTIVITY IN 2017


* The new Board was formed in early 2018.

RU