Annual Report 2013

Corporate Governance Structure

In 2013, TMK’s corporate governance practices were in full compliance with the company’s Corporate Governance Code

We have built a cutting-edge corporate governance system which is regulated by the company’s internal policies available on TMK’s web site (http://www.tmk-group.com/company_documents.php), and generally described in the Corporate Governance Code of TMK (http://www.tmk-group.com/files/corp_gov_code_en.pdf). In 2013, TMK’s corporate governance practices were in full compliance with the company’s Corporate Governance Code.

The General Meeting of Shareholders is TMK’s highest governing body, with the primary governance powers being delegated by shareholders to the Board of Directors. In order to ensure the company’s day-to-day management, the Board of Directors elects the CEO and approves the members of the Management Board as advised by the CEO. The Board of Directors also establishes committees whose resolutions are of an advisory nature.

To ensure efficient control over the company’s financial and economic activities, as well as compliance with Russian laws and regulations, the General Meeting of Shareholders elects the Revision Commission and approves the company’s auditor.

TMK’s Corporate Governance Structure

Our company keeps its accounting practices and prepares financial and accounting statements in compliance with the Russian (RAS) and international (IFRS) standards. Since 2011, we have been publishing quarterly consolidated IFRS financial statements (http://ir.tmk-group.com/financials/results-center/), posting press releases on key financial highlights and their changes on the website and conducting conference calls attended by the company’s senior executives. We have dedicated business units to monitor the development and pursuance of a uniform information policy and control compliance with insider dealing laws and regulations.