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Our governance structure

The company’s highest-ranking governance body is the General Shareholders Meeting (GM). The Board of
Directors reports directly to the GM. The primary focus of the Board itself is company strategy; it oversees
strategy implementation and setting out the company’s investment policy

Reflecting the requirements of Russian law, the Board of Directors is elected annually by the GM for a term
of one year. The Board of Directors appoints the General Director and the members of the Management
Board and determines the length of their terms. These executive bodies report directly to the Board of
Directors.

The Board of Directors works in line with a forward agenda that is updated annually. Its schedule includes
six joint-presence meetings and issues requiring substantive discussion and where necessary, additional
meetings are held either by conference call or, for procedural issues, by absentee vote.

The Board considers all issues that are referred to it by law and the company Charter. This includes taking
key decisions for the manufacturing companies and exercising oversight down through the holding’s vertical
management structure.

The Corporate Secretary oversees all preparations for Board and Committee meetings. All of the paperwork
for the Board of Directors and the Board Committees are prepared in both Russian and English, and
synchronized interpretation is provided at meetings. These efforts allow each director to express his own
opinion in his preferred language.
Corporate Governance
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