PERFORMANCE OF THE BOARD OF DIRECTORS IN 2020
The Board of Directors organizes its activities addressing the Company’s strategic objectives based on the annual plan of Board meetings. Agendas of the meetings are disclosed in advance to all stakeholders as corporate action notices.
At least once a year, the Board of Directors discusses the following matters at one or more meetings:
- Performance of the Board of Directors;
- Cooperation and coordination between the Board of Directors and the Company’s executive bodies;
- Performance evaluation of governing bodies and their members;
- Policy on remuneration and compensation for the CEO and key employees;
- Strategic direction of the Company’s economic activities, and associated risks;
- Corporate governance and internal control performance featured in reports by executive management;
- Recommendations on the auditor’s report and fee.
In 2020, the Board of Directors held 26 meetings, including 10 meetings in person, and reviewed 72 matters, mostly related to corporate governance (33%), financial and business operations and approval of transactions
In addition to the regular agenda, the Board of Directors and its committees focused on urgent, unplanned matters arising from the COVID-19 pandemic. The number of Board meetings held increased by 18% compared to 2019, and meetings of the Audit Committee and the Nomination and Remuneration Committees increased by a third. Due to quarantine restrictions, some meetings were held remotely via video and teleconferencing. The Directors demonstrated their responsible approach to the challenging circumstances, which often required quick and non-standard decisions: attendance at all meetings of the Board of Directors and Audit Committee meetings was 100% throughout.
In addition, the Board of Directors closely monitored the Company’s progress on its strategic goals, adjusting plans and corporate governance subsystems as necessary, with reference to analysis of the external market and environmental impacts.
|Strategic objective||Matters discussed at the meetings of the Board of Directors in 2020|
|Enhancing leadership in key segments and entering new product niches|| |
|Optimizing vertical integration to reduce costs and develop product and service ranges|| |
|Enhancing the sales platform and leveraging TMK’s global scale|| |
|Focus on innovation and digitalization|| |
|Achieving operational excellence (including ESG aspects)|| |
|Strengthening financial performance and investment appeal|| |
|Board of Directors||Audit Committee||Nomination and Remuneration Committee||Strategy Committee|
|(26 meetings)||(8 meetings)||(5 meetings)|
|Dmitry Pumpyanskiy (Chairman)||26|