Board of Directors
Composition of the Board of Directors
There have been no changes in the composition of the Board of Directors following the Annual General Meeting of Shareholders held on 10 June 2016.
| Full name | Title | Years on the Board of Directors | Number of meetings of the Board of Directors | Strategy Committee | Budget Committee | Audit Committee | Corporate Governance, Nomination and Remuneration Committee |
|---|---|---|---|---|---|---|---|
| Participation / number of meetings | |||||||
| Gareth Peter Penny | Chairman / Independent Director | 3 years | 50/50 | 8/8 | − | − | − |
| Gerhardus Prinsloo | Independent Director / Chairman of the Audit Committee | 4 years | 50/50 | 8/8 | 7/7 | 10/10 | 3/8 |
| Robert Edwards | Independent Director | 3 years | 50/50 | − | − | 10/10 | 8/8 |
| Sergey Bratukhin | Independent Director / Chairman of the Corporate Governance, Nomination and Remuneration Committee | 3 years | 50/50 | 8/8 | 7/7 | 4/10 | 8/8 |
| Andrey Korobov | Independent Director | 1 year | 50/50 | − | − | − | − |
| Andrey Bougrov | Executive Director | 14 years | 50/50 | − | − | − | − |
| Marianna Zakharova | Executive Director | 6 years | 50/50 | − | − | − | − |
| Sergey Barbashev | Non-executive Director | 5 years | 50/50 | − | 7/7 | − | 8/8 |
| Alexey Bashkirov | Non-executive Director / Chairman of the Budget Committee | 3 years | 50/50 | 8/8 | 7/7 | 10/10 | − |
| Maxim Sokov | Non-executive Director / Chairman of the Strategy Committee | 8 years | 50/50 | 8/8 | − | − | − |
| Vladislav Soloviev | Non-executive Director | 6 years | 50/50 | − | 3/7 | − | − |
| Stalbek Mishakov | Non-executive Director | 4 years | 50/50 | − | 5/7 | 6/10 | 7/8 |
| Rushan Bogaudinov | Non-executive Director | 1 year | 50/50 | − | − | 4/10 | − |
Biographies of members of the Board of Directors
Gareth Penny
Independent director
Chairman of the Board of Directors since 2013
Member of the Strategy Committee
Born in: 1962
Nationality: UK
Share in the Company’s authorised capital: 0%
Share in the common stock: 0%
Education:
Diocesan College (Bishop); Eton College (Cape Town); Oxford, Rhodes Scholar, Master of Arts in Philosophy, Politics and Economics
Track record:
2007–present: Director at Julius Bär Holding Ltd
2011–2012: CEO at AMG Mining
2012–2016: Executive Chairman at New World Resources plc, Executive Director at New World Resources NV
2012–2016: Director at OKD
2016–present: non-executive Chairman of the Board of Directors at Pangolin Diamonds Corp.
Andrey Bougrov
Executive director
Deputy Chairman of the Board of Directors since 2013
Member of the Management Board since 2013
Born in: 1952
Nationality: Russia
Share in the Company’s authorised capital: 0%
Share in the common stock: 0%
Education:
Moscow State Institute of International Relations (MGIMO), PhD in Economics
Track record:
2002–present: member of the non-governmental Council on Foreign and Defence Policy
2006–present: member of the Management Board of the Russian Union of Industrialists and Entrepreneurs
2010–2013: member of the Management Board and Deputy CEO at Interros Holding Company
2011–2013: Chairman of the Board of Directors at MMC Norilsk Nickel
2013–2014: member of the Board of Directors of the Federal Hydro-Generating Company RusHydro
2013–present: Vice President at Interros Holding Company LLC (Interros Holding Company CJSC until 2015)
2013–2015: member of the Management Board, Deputy Chairman of the Board of Directors, and Deputy CEO at MMC Norilsk Nickel
2013–present: Vice President of the Russian Union of Industrialists and Entrepreneurs
2014–present: member of the Board of Directors at Inter RAO UES PJSC (Inter RAO UES OJSC until 2015)
2014–present: Deputy Head of the Russian President’s Expert Council on Anti-Corruption
2015–present: member of the Management Board, Deputy Chairman of the Board of Directors at MMC Norilsk Nickel
2015–present: Member of the Investment Committee at the Federal Hydro-Generating Company RusHydro
2015–present: Senior Vice President at MMC Norilsk Nickel (formerly Vice President until 2016)
2016–present: member of the Expert Council on Corporate Governance at the Bank of Russia
2016–present: Chairman of the Issuer Committee at the Moscow Exchange
Sergey Barbashev
Non-executive director
Member of the Board of Directors since 2011
Member of the Corporate Governance, Nomination and Remuneration Committee
Born in: 1962
Nationality: Russia
Share in the Company’s authorised capital: 0.000088%
Share in the common stock: 0.000088%
Education:
Moscow Higher School of Militia of the Ministry of Internal Affairs of the USSR, degree in law
Track record:
2008–present: CEO and Chairman of the Management Board at Interros Holding Company LLC (Interros Holding Company CJSC until 2015)
2008–present: member of the Board at the Vladimir Potanin Charitable Foundation
2011–present: Chairman of the Board of Directors of Rosa Khutor Ski Resort Development Company
2015–present: branch director at Olderfrey Holdings Ltd.
2016–present: member of the Board of Endowment for Education, Science and Culture
2016–present: Director at Olderfrey Holdings Ltd.
Alexey Bashkirov
Non-executive director
Member of the Board of Directors since 2013
Chairman of the Budget Committee, member of the Audit Committee, member of the Strategy Committee
Born in: 1977
Nationality: Russia
Share in the Company’s authorised capital: 0%
Share in the common stock: 0%
Education:
Moscow State Institute of International Relations (MGIMO) of the Ministry of International Affairs of Russia, degree in international economics
Track record:
2009–2015: Executive Director, Head of the Investment Department, Deputy CEO for Investments at Interros Holding Company
2009–2013: member of the Board of Directors at Rosa Khutor Ski Resort Development Company
2009–2014: member of the Board of Directors at Prof-Media Management
2011–2015: member of the Management Board at Interros Holding Company
2012–2014: member of the Board of Directors at SP Holding, Cinema Park
2014–present: member of the Board of Directors at Petrowax Pharm, Zaodno
2015–present: member of the Management Board, Deputy CEO for Investments at Interros Holding Company
2016–present: Trustee of the Night Time Hockey League, a non-profit amateur hockey foundation
Rushan Bogaudinov
Non-executive director
Member of the Board of Directors since 2015
Born in: 1977
Nationality: Russia
Share in the Company’s authorised capital: 0%
Share in the common stock: 0%
Education:
Moscow Stankin State Technology University, degree in machine building automation
Track record:
2011–2012: Head of the Internal Audit Department at Rospechat Agency
2011–2012: Head of the Internal Audit Department at FreightLink
2012–2015: Head of the Control and Audit Department at RUSAL Global Management B. V.
2012–2016: member of the Board of Directors at Aughinish Alumina Ltd
2012–2016: member of the Board of Directors at Limerick Alumina Refining Ltd
2015–present: Function Head at RUSAL Global Management B. V.
Sergey Bratukhin
Independent director
Member of the Board of Directors since 2013
Chairman of the Corporate Governance, Nomination and Remuneration Committee, member of the Strategy Committee, member of the Budget Committee
Born in: 1971
Nationality: Russia
Share in the Company’s authorised capital: 0%
Share in the common stock: 0%
Education:
Mendeleev University of Chemical Technology of Russia, degree in engineering
Finance Academy under the Government of the Russian Federation, degree in banking and insurance Warwick Business School, degree in business management
Track record:
2007–present: member of the Board of Directors at Dallesprom
2007–2014: member of the Board of Directors at Amur Shipping Company
2011–present: President at Invest AG (CIS Investment Advisers LLC)
2014–2016: member of the Board of Directors at AKB International Financial Club
Marianna Zakharova
Executive director
Member of the Board of Directors since 2010
Born in: 1976
Nationality: Russia
Share in the Company’s authorised capital: 0%
Share in the common stock: 0%
Education:
Peoples’ Friendship University of Russia (RUDN), master’s degree in law
Track record:
2010–2015: member of the Management Board, Deputy CEO for Legal Affairs at Interros Holding Company
2010–2015: member of the Board of Directors at ProfEstate
2015–present: First Vice President for Corporate Governance, Asset Management and Legal Affairs at MMC Norilsk Nickel
2016–present: member of the Management Board at MMC Norilsk Nickel
Andrey Korobov
Independent director
Member of the Board of Directors since 2015
Born in: 1969
Nationality: Russia
Share in the Company’s authorised capital: 0%
Share in the common stock: 0%
Education:
St. Petersburg State Electrotechnical University; Northwest Academy of Public Service, degree in finance and credit
Track record:
2008–2013: CEO at Dighton Capital Management (Switzerland)
2012–2015: Deputy CEO at Russian Technologies (State Corporation for Promotion of Development, Production and Export of High Technology Industrial Products)
2013–2015: CEO at RT–Global Resources
2013–2015: member of the Board of Directors at TriArc Mining
2014–2016: member of the Board of Directors at Baikal Mining Company
2015–2016: CEO at RT–Business Development
Stalbek Mishakov
Non-executive director
Member of the Board of Directors since 2012
Member of the Corporate Governance, Nomination and Remuneration Committee and the Audit Committee
Born in: 1970
Nationality: Russia
Share in the Company’s authorised capital: 0%
Share in the common stock: 0%
Education:
Moscow State Institute of International Relations (MGIMO), degree in international law
University of Notre Dame, Master’s degree Diplomatic Academy of the Russian Foreign Ministry, PhD in Economics
Track record:
2010–present: Advisor to the CEO at RUSAL Global Management B. V.
2013–present: Deputy CEO at EN+ Management
2013–present: member of the Board of Directors at United Company RUSAL plc
Gerhardus Prinsloo
Independent director
Member of the Board of Directors since 2012
Chairman of the Audit Committee
Born in: 1965
Nationality: Germany
Share in the Company’s authorised capital: 0%
Share in the common stock: 0%
Education:
University of Pretoria, South Africa
Track record:
2008–2012: Partner, Director at Bain & Company Russia LLC
2012–present: CEO of Natural Resource Partnership
Maxim Sokov
Non-executive director
Member of the Board of Directors since 2008
Chairman of the Strategy Committee
Born in: 1979
Nationality: Russia
Share in the Company’s authorised capital: 0.0011%
Share in the common stock: 0.0011% On 20 January 2016, acquired 1,753 registered common non-documentary shares in MMC Norilsk Nickel
Education:
Russian State Tax Academy under the Russian Ministry of Taxes, degree in law; New York University, master’s degree in law
Track record:
2008–2013: CEO at OK RUSAL – Investment Management
2011–2012: Director for Strategy at RUSAL Global Management B. V.
2012–present: member of the Board of Directors at United Company RUSAL plc
2012–2013: Director for Strategic Investment Management at RUSAL Global Management B. V.
2013–2014: Advisor on Strategic Investment Management at RUSAL Global Management B. V. and First Deputy CEO at En+ Group Ltd
2013–present: CEO at En+ Management, member of the Board of Directors at Eurosib Energo Plc and En+ Group Ltd
2014–present: CEO at En+ Group Ltd
Vladislav Soloviev
Non-executive director
Member of the Board of Directors since 2013
Born in: 1973
Nationality: Russia
Share in the Company’s authorised capital: 0%
Share in the common stock: 0%
Education:
Graduate School of Management of the State Academy of Management
Moscow Stankin State Technology University МВА
Track record:
2010–2014: First Deputy Director of the Branch at RUSAL Global Management B. V.
2014–present: CEO at RUSAL Global Management B. V.
Robert Edwards
Independent director
Member of the Board of Directors since 2013
Member of the Corporate Governance, Nomination and Remuneration Committee, member of the Audit Committee
Born in: 1966
Nationality: UK
Share in the Company’s authorised capital: 0%
Share in the common stock: 0%
Education:
Camborne School of Mines, degree in Mining Engineering
Track record:
2012–2012: Chairman of Global Metals and Mining Research at Renaissance Capital Ltd
2013–2014: Senior Advisor at Royal Bank of Canada (Europe) Capital Markets
2013–present: CEO at Highcross Resources Ltd
2014–present: Director at GB Minerals Ltd
2016–2016: Non-executive Chairman at Sierra Rutile Limited (SRX)
Corporate secretary
Pavel Platov
Corporate secretary
Corporate Secretary since 2011
Born in: 1975
Nationality: Russia
Share in the Company’s authorised capital: 0%
Share in the common stock: 0%
Education:
Dobrolyubov Linguistics University of Nizhny Novgorod, Russian Presidential Academy of National Economy and Public Administration
Track record:
2011–present – Corporate Secretary at MMC Norilsk Nickel (formerly, until 2015, JSC Norilsk Nickel)
Corporate secretary
The mission of the Corporate Secretary is to ensure implementation and enforcement of all protections and remedies that our shareholders my enjoy under the law or internal regulations.
Pursuant to the Company’s Charter, the Corporate Secretary is elected by the Board of Directors for a three-year term. The Board of Directors may dismiss the Corporate Secretary early.
The Corporate Secretary is responsible for:
- making arrangements for General Meetings of Shareholders as provided for by the applicable laws of the Russian Federation, Company’s Charter, and by-laws;
- making arrangements for Meetings of the Board of Directors and its committees as provided for by the applicable laws of the Russian Federation, Company’s Charter, and by-laws;
- providing ongoing support and assistance to the Board of Directors, its committees, and members;
- contributing to improvements to the corporate governance framework and its implementation;
In accordance with the Regulation on the Corporate Secretary of Norilsk Nickel (Minutes of a BD meeting No. GMK/14-pr-sd of 20 April 2015), the Corporate Secretary reports to the President and is accountable to the Board of Directors.
At this time, the Corporate Secretary is Mr. Pavel Platov.