Severstal Annual Report 2015 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”) sits at the top of Severstal’s hierarchical structure and represents the company’s overall governing body.

Severstal GMS is responsible for:

  1. The approval and amendment of the company’s charter,
  2. The reorganisation of the company,
  3. The liquidation of the company, appointment of liquidation commission and approval of intermediate and final liquidation balance sheets,
  4. The determination of the number of members for the company’s Board, election of the Board members and the early termination of their powers,
  5. Determination of the quantity, face value and category of declared shares and rights given by these shares,
  6. Any increases in the company’s share capital by increasing the face value of shares or by placing additional shares,
  7. 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,
  8. The formation of the company’s executive body and early termination of its authority,
  9. The election of Internal Audit Commission’s members and the early termination of their powers,
  10. The approval of the company’s auditor,
  11. The payment (declaration) of dividends for the results of the first quarter, half year and nine months of the financial year,
  12. The approval of annual statements, annual accounting and reporting documents, including profit and loss accounts, as well as the distribution of profit (including the disbursement of dividends, with the exception of profit distributed as dividends for the results of the first three quarters of the year) and distribution of the company’s loss at the end of a fiscal year,
  13. The approval of conducting procedure for the GMS,
  14. The split and consolidation of shares,
  15. The approval of transactions as required by law,
  16. The approval of major transactions as required by law,
  17. The acquisition of placed shares,
  18. The participation in financial and industrial groups, associations and other commercial corporations,
  19. The approval of internal documents regulating activities of the company’s bodies,
  20. The submitting an application with delisting of the company’s shares and (or) the company’s issuable securities convertible to its shares, and,
  21. Other matters provided for by the Russian law 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 Russian law and the company’s Charter, the Annual General Meeting of Shareholders (the AGM) should be held no earlier than two months and no later than six months after the end of each fiscal year.

An Extraordinary General Meeting of Shareholders (the EGM) can be held following the decision of the Board based on:

  • the initiative of the Board of Directors itself,
  • the request of the Internal Audit Commission,
  • the request of the auditor, and,
  • 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.

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

How do we inform our shareholders about an upcoming GMS?

According to the company’s Charter, the notice on conducting the GMS should be made 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 of conducting the GMS is posted on the company’s official website: www.severstal.com.

Ballots for voting on items of the GMS’s agenda are forwarded to the company’s shareholders by registered mail no later than 20 days before the GMS.

How do we inform our shareholders about the GMS resolutions?

As required by the applicable Russian law and Severstal internal regulations, the resolutions taken by the GMS and GMS voting results may be announced at the GMS, at which the voting was carried out and should be brought to the attention of shareholders in the form of a Voting Results Report.

The Voting Results Report is posted on the company’s official website (www.severstal.com) within four business days after the date the GMS is closed or the end date for the receipt of voting ballots in case the GMS is held in the form of absentee voting.

Moreover, the company discloses the resolutions taken at the GMS in the form of Corporate Action Notice as required by the applicable law.

What issues did the GMS approve in 2015?

On 25 May 2015, the Severstal’s AGM approved the following:

  1. The company’s Board members.
  2. The company’s Annual Report and Annual Accounting Statements including the Income Statement Report for 2014.
  3. Dividends for the 2014 results in the amount of 14.65 rubles per share.
  4. Dividends for the first quarter 2015 results in the amount of 12.81 rubles per share.
  5. The company’s Internal Audit Commission members.
  6. The company’s Auditor.
  7. The amounts of remuneration and compensation payable to members of the company’s Board of Directors.
  8. Approval of a new addition of the Company’s Charter.

On 15 September 2015, Severstal’s EGM approved dividends for the half year 2015 results in the amount of 12.63 rubles per share.

On 10 December 2015, Severstal’s EGM approved dividends for the nine months 2015 results in the amount of 13.17 rubles per share.

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

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