Annual Report & Accounts 2013
Severstal Annual Report 2013 Home > Governance > Corporate governance statement > General Meeting of Shareholders
 

General Meeting of Shareholders

What is the role of the General Meeting of Shareholders and what are its key responsibilities?

The General Meeting of Shareholders (GMS) is at the top of Severstal’s hierarchical structure: it represents the company’s overall governing body.

Severstal GMS is responsible for:

  • The approval and amendment of the company’s charter,
  • The reorganisation of the company,
  • The liquidation of the company, appointment of liquidation commission and approval of intermediate and final liquidation balance sheets,
  • The determination of the number of members for the company’s Board, election of the Board members and the early termination of their powers,
  • The determination of the quantity, face value and category of declared shares and rights given by these shares,
  • Any increases in the company’s share capital by increasing the face value of shares or by placing additional shares – only in cases, when pursuant to applicable law, the share capital may be increased by placing additional shares exclusively by the decision of the GMS,
  • Any reduction of the company’s share capital by reducing shares’ face value or by acquiring part of shares with a view to reduce their total quantity, or through redemption of the shares the company acquires or buys,
  • The formation of the company’s executive body and early termination of its authority,
  • The election of Internal Audit Commission’s members and the early termination of their powers,
  • The approval of the company’s auditor,
  • The approval of annual statements, annual accounting and reporting documents, including profit and loss accounts,
  • The distribution of profit, including the disbursement of dividends, with the exception of profit distributed as dividends of the results of the first three quarters of the year, and distribution of the company’s loss at the end of a fiscal year,
  • The approval of conducting procedure for the GMS,
  • The split and consolidation of shares,
  • The approval of transactions as required by law,
  • The approval of major transactions as required by law,
  • The acquisition of placed shares,
  • Participation in financial and industrial groups, associations and other commercial corporations,
  • Approval of internal documents regulating activities of the company’s bodies,
  • Other matters provided for by the Russian Federal Law ‘On Joint Stock Companies’ and the company’s Charter.

Preparation for, and conducting of, Severstal’s GMS is provided for by the company’s Regulations for the General Meeting of Shareholders.

When do we hold the GMS?

As required by the Russian law and the company’s Charter, the Annual General Meeting of Shareholders (the AGM) shall be held no earlier than 2 months and no later than 6 months after the end of each fiscal year.

The Extraordinary General Meeting of Shareholders (the EGM) shall be held at the decision of the Board based on:

  • The initiative of the Board of Directors,
  • The request of the Internal Audit Commission,
  • The request of the auditor,
  • The request of a shareholder(s) of the company possessing in aggregate no less than 10 per cent of the company’s voting shares on the date on which such a request is submitted.

Our shareholders exercise their rights relating to the company’s management by voting at the GMS.

How do we inform our shareholders about the upcoming GMS?

According to the company’s Charter, the Notice on conducting the GMS is to be published no later than 30 days prior to the date of the GMS. If the agenda of the EGM contains an item concerning the election of Board members, such a notice is to be published no later than 70 days prior to the date of the GMS.

Within the above-mentioned period, the notice on conducting the GMS is to be published in the newspapers: “Severstal” and ‘The Russian Newspaper’. In addition, we post a notice on Severstal website (www.severstal.com) in Russian and English.

From January 1 2014, the notice on conducting the GMS shall be published only on the internet on Severstal’s official website: www.severstal.com.

Ballots for voting on items of the GSM’s agenda are directed to the company’s shareholders no later than 20 days before the GMS.

How do we inform our shareholders about the GMS resolutions?

As required by Russian law and Severstal internal regulations, the resolutions taken by the GMS and GMS voting results shall be:

  • Announced at the GMS, in the course of which the voting took place
  • If not announced at the GMS, published in the form of Voting Results Report in the ‘Severstal’ and ‘The Russian Newspaper’ newspapers within 10 days after the GMS Voting Results Minutes have been drafted,
  • Disclosed in the form of a Corporate Action Notice as required by law,
  • Posted on the company’s official website (refer to www.severstal.com for more information).

What are the issues Severstal GMS approved in 2013?

On 13 June 2013, Severstal AGM for 2013 approved the following:

  1. The company’s Board members.
  2. The company’s General Director.
  3. The company’s Annual Report, Annual Accounting Statements including the Profit and Loss Account for 2012.
  4. Dividends for 2012 results in the amount of 1.89 rubles (US$0.06 June 13, 2013 exchange rate) per share and per GDR.
  5. Dividends for the 1 st quarter 2013 results in the amount of 0.43 rubles (US$0.01 June 13, 2013 exchange rate) per share and per GDR.
  6. The company’s Internal Audit Commission members.
  7. The company’s Auditor.
  8. Approval of the Company’s Charter in the new edition.
  9. On amendment/revision of the resolution on approval of the amount of remuneration and compensation payable to the Board members of OAO Severstal passed by the Annual General Meeting of Shareholders of OAO Severstal on June 11, 2010.
  10. Approval of interested party transactions, which may be executed by OAO Severstal in the future in the normal course of business.

On 30 September 2013, Severstal EGM elected the company’s Board of Directors in the new body (Sergey Kuznetsov and Alexander Grubman were replaced by Vladimir Lukin and Vadim Larin) and approved the dividends for half year 2013 results in the amount of 2.03 rubles (US$0.06, September 30, 2013 exchange rate) per one ordinary registered share.

On 17 December 2013, Severstal EGM approved the dividends for 9 months 2013 results in the amount of 2.01 rubles (US$0.06, December 17, 2013 exchange rate) per one ordinary registered share.

More information and materials for Severstal GMS and its dividend pay-out history is available at www.severstal.com.

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