Annual Report 2013

Executive Management

TMK’s day-to-day operations are managed by the CEO and the Management Board. The CEO also acts as the Chairman of the Management Board. The Management Board focuses on key governance matters that require joint decision-making. For example, in 2013 the Management Board reviewed TMK’s strategy and its influence on the company’s capitalisation, as well as the assessment of the company’s positioning according to the current Development Strategy and TMK brand.

On 25 June 2013, the following changes took place in the Management Board: Sergey Bilan was elected member of the Management Board to replace Konstantin Semerikov who now heads OFS International LLC, TMK’s US-based entity. As of 31 December 2013, the Management Board consisted of 8 members:

Alexander Shiryaev,

CEO of TMK, Chairman of the Management Board.

See the Board of Directors section for a detailed biography.

Sergey Bilan,

TMK Deputy CEO for Premium Products and Services.

Born in 1962. Graduated from the Rostov Institute of Railway Transport Engineers in 1984 and from the Budget and Treasury Academy of the Russian Finance Ministry in 2004.Has been conferred a Honorary Metallurgist title and was awarded with a Certificate of Merit from the Ministry of Industry, Science and Technologies of the Russian Federation.

Relevant experience: Deputy CEO of TMK Trade House for Premium Products and Services, CEO of TMK NGS and member of the Board of Directors of Orsky Machine Building Plant. Formerly, TMK Deputy CEO for Marketing.

Holds 0.005% in the authorised capital of TMK.

Andrey Kaplunov,

First Deputy CEO of TMK.

See the Board of Directors section for a detailed biography.

Alexander Klachkov,

Deputy CEO and Chief Engineer of TMK.Has been with TMK since 2002.

Born in 1957. Graduated from the Moscow Institute of Steel and Alloys in 1979.PhD in Technical Sciences. Mr. Klachkov is a Russian Government prize winner in Science and Technology and was also awarded a Certificate of Merit from the Ministry of Industry and Energy of the Russian Federation and conferred the Honorary Metallurgist title.

Relevant experience: Head of the Technological Development Directorate at TMK, member of the Board of Directors of the Institute for the Tube and Pipe Industries (RosNITI) and Seversky Tube Works.

Holds 0.003% in the authorised capital of TMK.

Alexander Lyalkov,

First Deputy CEO of TMK. Has been with TMK since 2003.

Born in 1961. Graduated from the Volgograd Polytechnic Institute in 1989. Mr. Lyalkov is a Russian Government prize winner in Science and Technology and was also awarded a medal for the construction of the Baikal–Amur Mainline and conferred a Honorary Metallurgist title.

Relevant experience: member of the Board of Directors of TAGMET and Sinarsky Pipe Plant. Formerly, Deputy CEO for Operations, Technology, and Quality at TMK, Managing Director and subsequently member of the Board of Directors at Volzhsky Pipe Plant where he has held various positions since 1990.

Holds 0.0037% in the authorised capital of TMK.

Vladimir Oborsky,

Deputy CEO for sales at TMK. Has been with TMK since incorporation.

Born in 1961.Graduated from the Frunze Higher Combined-Arms Command Academy in Kiev in 1982 and the Mikhail Frunze Military Academy in 1994.Obtained an MBA from the International University in Moscow in 2009.PhD in Economics.Was awarded the Order of Military Merit and a Certificate of Merit from the Ministry of Industry and Energy of the Russian Federation.

Relevant experience: CEO and member of the Board of Directors at TMK Trade House. Formerly, First Deputy CEO and Executive Director at TMK Trade House, Head of the Transneft and Gas Producers Customer Service Department at TMK Trade House, Head of VIP Customers and Tenders of the Sales Department and the Gas Producers Customer Service Directorate at TMK Trade House.

Holds 0.0008% in the authorised capital of TMK.

Tigran Petrosyan,

Chief Financial Officer at TMK. Has been with TMK since 2001.

Born in 1968.Graduated from Yerevan State University in 1993.Has been conferreda Certificate of Merit from the Ministry of Industry, Science and Technologies of the Russian Federation.

Relevant experience: Board member at TMK’s Russian pipe plants, TMK-INOX and TMK Trade House. Formerly, Deputy CEO for Economy at TMK and TMK Trade House, Head of the Economic and Planning Directorate at TMK, Head of the Economic and Planning Department of Volzhsky Pipe Plant, Deputy CEO at Volzhsky Audit, officer at the Armenian Ministry of Economy.

Holds no shares in TMK.

Vladimir Shmatovich,

Deputy CEO for Strategy and Business Development at TMK. Has been with TMK since 2005.

Born in 1964.Graduated from the Moscow Finance Institute in 1989 and the University of Notre Dame USA (MBA) in 1993. Has been conferred a Certificate of Merit from the Ministry of Industry and Trade of the Russian Federation.

Relevant experience: Board Member of Lhoist – TMK B.V. and OFS Development SARL, SKB-bank, Chairman of the Board of Directors of TMK GIPI. Formerly, CFO of TMK, Deputy CEO, CFO at various companies (Udmurtneft, Sidanco, RusPromAvto), CEO of Interros.

Holds no shares in TMK.

As of 31 December 2013, the members of the Management Board held no interests in affiliated companies.

Renumeration

The remuneration paid to the CEO and the members of the Management Board consists of:

  • fixed salaries determined in accordance with their employment contracts and payable on a monthly basis;
  • variable part (bonuses), based on individually established KPIs (such as EBITDA, shipment volumes, etc.) and approved by the Board of Directors each year. Such bonus is paid to the CEO and the members of the Management Board if they achieve their KPIs, subject to the approval of their performance reports by the Board of Directors.

In 2013, the aggregate remuneration of the CEO and the members of the Management Board amounted to USD 8.19m, including insurance contributions.