The underlying cash flow generation and continuing success with deleveraging have allowed the Company to continue to pay dividends in line with its dividend policy. Please read page Debt management and stable dividends for details.
Company paid an interim dividend of US$0.40 per ordinary share, totalling US$577.34 million, on 29 March 2019 to shareholders on the register as of 8 March 2019.
The Company paid an interim dividend of US$0.35 per ordinary share, totalling US$508.7 million, on 5 September 2019 to shareholders on the register as of 16 August 2019.
The Board of Directors have declared an interim dividend of US$0.40 per share, totalling US$580.8 million, to be paid on 27 March 2020 to shareholders on the register as of 6 March 2020.
During February 2020 the directors became aware that certain dividends paid in 2018 and 2019 totalling $1,447 million had been made otherwise than in accordance with the Companies Act 2006. The directors duly checked the sufficiency of distributable reserves before each distribution, but due to an administrative error the interim accounts were not filed at Companies House prior to payment.
To rectify these breaches, in February 2020 the Company filed the interim accounts in respect of each dividend payment. A special resolution will be proposed at the Annual General Meeting of the Company’s shareholders in June 2020 to authorise the appropriation of distributable profits to the payment of the relevant dividends and remove any right for the Company to pursue shareholders or directors (the ‘Director Release’) for repayment. The Director Release will constitute a related party transaction under the Listing Rules of the UK Listing Authority and under IFRS. The overall effect of the special resolution being passed will be to return all parties to the position they would have been in had the relevant dividends been made in full compliance with the Companies Act 2006.
|Share capital|| |
Details of the Company’s share capital are set out in Note 20 to the Consolidated Financial Statements, including details on the movements in the Company’s issued share capital during the year.
As of 31 December 2019, the Company’s issued share capital consisted of 1,506,527,294 ordinary shares, of which 54,619,521 shares are held in Treasury. Therefore, the total number of voting rights in the Company is 1,451,907,773.
The Company’s issued ordinary share capital ranks pari passu in all respects and carries the right to receive all dividends and distributions declared, made or paid on or in respect of the ordinary shares. There are currently no redeemable non-voting preference shares or subscriber shares of the Company in issue.
|Authority to purchase own shares and transfer of treasury shares to Company’s Employee Share Trust|| |
The authority given at the 2019 AGM for the Company to make market purchases of 144,355,081 of its shares, representing 10% of the issued share capital (excluding shares held in treasury), expires on the earlier of the 2020 AGM or 30 June 2020. We will ask shareholders to give a similar authority at the 2020 AGM. During 2019, no shares were purchased under this authority.
Details of the Company’s authority to purchase its own shares, which will be sought at the Company’s forthcoming annual general meeting (AGM), will be set out in the notice of meeting for that AGM.
On 30 April 2019, the Company transferred 8,556,954 ordinary shares out of treasury to the Company’s Employee Share Trust.
Details are set out in Note 20 to the Consolidated Financial Statements.
Biographies of the directors who served on the Board during the year are provided in the Governance section on pages Board of Directors.
|Directors’ appointment and re-election|| |
The Board has the power at any time to elect any person to be a director, but the number of directors must not exceed the maximum number fixed by the Company’s Articles of Association.
Any person so appointed by the directors will retire at the next AGM and then be eligible for election. In accordance with the UK Corporate Governance Code, the directors are subject to annual re-election by shareholders.
For additional information about directors’ appointment and resignation, read the Corporate Remuneration on page Policy report. All of the continuing directors intend to stand for re-election at the 2020 AGM to be held later this year.
|Directors’ interests|| |
Information on share ownership by directors can be found in this Report and in the Remuneration Report on page Annual remuneration report.
|Directors’ indemnities and director and officer liability insurance|| |
As at the date of this report, the Company has granted qualifying third-party indemnities to each of its directors against any liability that attaches to them in defending proceedings brought against them, to the extent permitted by the Companies Act. In addition, directors and officers of the Company and its subsidiaries have been and continue to be covered by director and officer liability insurance.
|Powers of directors|| |
Subject to the Company’s Articles of Association, UK legislation and to any directions given by special resolution, the business of the Company is managed by the Board, which may exercise all the powers of the Company. The Articles of Association contain specific provisions concerning the Company’s power to borrow money and provide the power to make purchases of any of its own shares.
The directors have the authority to allot shares or grant rights to subscribe for or to convert any security into shares in the Company. Further details of the proposed authorities are set out in the Notice of the AGM.
|Major interests in shares|| |
Notifiable major share interests of which the Company has been made aware are set out in this Directors’ Report.
Research and development
EVRAZ is constantly engaged in process and product innovation. EVRAZ research and development centres located at the Company’s production sites improve and develop high-quality steel products to better meet customers’ needs and to ensure that the Company remains competitive in the global and local markets.
For examples of the Company’s efforts in research and development in different operations, please refer to the Business Review on pages Resilient R&D.
|Sustainable development|| |
The Corporate Social Responsibility section of this report focuses on the health and safety, environmental and employment performance of the Company’s operations, and outlines the Company’s core values and commitment to the principles of sustainable development and development of community relations programmes.
Details of the Company’s policies and performance are provided in the Corporate Social Responsibility section on pages CSR Report.
|Payments to governments|| |
EVRAZ published its 2018 report on payments to governments in June 2019. The report provides citizens, authorities and independent users with information on payments made to governments where the Company conducts its extractive activities.
The report is prepared in accordance with the requirements of the Disclosure Guidance and Transparency Rules Instrument 2014 “Report on payments to governments”, issued by the UK Financial Conduct Authority.
The report is available on the Company’s website.
|Political donations|| |
No political contributions were made in 2019.
|Greenhouse gas emissions|| |
In 2019, in accordance with the requirements of the Companies Act 2006 (Strategic and Directors’ Report) Regulations 2013, EVRAZ undertook to assess full emissions of greenhouse gases (GHGs) from facilities under its control.
Details can be found in the Corporate Social Responsibility section on page Environment.
Information regarding the Company’s employees can be found in the Our People section on pages Our people.
|Overseas branches|| |
EVRAZ does not have any branches. A full list of the Group’s controlled subsidiaries is disclosed in Note 34 of the Consolidated Financial Statements.
|Financial risk management and financial instruments|| |
Information regarding the financial risk management and internal control processes and policies, as well as details of hedging policy and exposure to the risks associated with financial instruments, can be found in Note 28 to the Consolidated Financial Statements, the Corporate Governance, Risk Management and Internal Control section on pages Board responsibilities and activities, Risk management and internal control and the Financial Review section on pages Statement of operations, Financing and Liquidity.
|Going concern|| |
Based on the currently available facts and circumstances, the directors and management have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.
The Audit Committee conducted a tender for the external audit of the Group in July 2016. Ernst & Young LLP were selected to undertake the audits for the financial years ended December 2017 and 2018 (subject to shareholder approval at the respective AGM). The Board has agreed that subject to satisfactory commercial terms being agreed with Ernst & Young LLP, no re-tender will take place until the conclusion of the 2020 financial year. A decision on whether to re-tender will be taken thereafter.
Ernst & Young LLP have indicated their willingness to continue in office and a resolution seeking to re-appoint them will be proposed at the forthcoming AGM.
|Future developments|| |
Information on the Group and its subsidiaries’ future developments is provided in the Strategic Report on pages Strategiс Report section.
|Events since the reporting date|
|Annual general meeting (AGM)|| |
The 2020 AGM will be held later this year in London. At the AGM, shareholders will have the opportunity to put questions to the Board, including the chairmen of the Board committees.
Full details of the AGM, including explanatory notes, are contained in the Notice of the AGM, which will be distributed at least 20 working days before the meeting. The Notice sets out the resolutions to be proposed at the AGM and an explanation of each resolution.
All documents relating to the AGM will be available on the Company’s website.
|Electronic communications|| |
A copy of the 2019 annual report, the Notice of the AGM and other corporate publications, reports and announcements will be available on the Company’s website.
Shareholders may elect to receive notification by email of the availability of the annual report on the Company’s website instead of receiving paper copies.
|Corporate governance statement|| |
The Disclosure Guidance and Transparency Rules (DTR7.2) require certain information to be included in a corporate governance statement set out in a company’s Directors’ Report.
In common with many companies, EVRAZ has an existing practice of issuing, within its annual report, a Corporate Governance Report that is separate from its Directors’ Report. The information that fulfils the requirement of DTR7.2 is located in the EVRAZ Corporate Governance Report (and is incorporated into this Directors’ Report by reference), with the exception of the information referred to in DTR7.2.6, which is located in this Directors’ Report.
|Section 172 Statement|| |
The Company’s Section 172 Statement can be found in the Strategic Report on page Statement in accordance with S172 of the Companies Act.
|Employee engagement|| |
Details of how the Company engages with its workforce can be found in the Strategic Report on page Statement in accordance with S172 of the Companies Act.
|Stakeholder engagement on key decisions|| |
Details of the key decisions and discussions of the Board during the year and the main stakeholder inputs into those decision are set out in the Corporate Governance Report on page Board responsibilities and activities.
The Company’s issued share capital as of 31 December 2019 was 1,506,527,294 ordinary shares, of which 54,619,521The number of shares differs from the figure in the Financial statements by the amount of shares held in Trust. shares are held in Treasury. Therefore, the total number of voting rights in the Company is 1,451,907,773. As of 31 December 2019, the following significant holdings of voting rights in the Company’s share capital were disclosed to the Company under Disclosure and Transparency Rule 5.
|Number of ordinary shares||% of voting rights|
|Greenleas International Holdings Ltd. The Company understands that Roman Abramovich has an indirect economic interest in the 417,767,314 shares held by Greenleas International Holdings Ltd.||417,767,314||28.77|
|Abiglaze Ltd The Company understands that Alexander Abramov has an indirect economic interest in the 281,870,003 shares held by Abiglaze Ltd.||281,870,003||19.41|
|Crosland Global Limited The Company understands that Alexander Frolov has an indirect economic interest in the 140,723,705 shares held by Crosland Global Limited.||140,723,705||9.69|
|Kadre Enterprises Ltd Includes shares held by Gennady Kozovoy, Kadre’s shareholder, both indirectly through Kadre and directly. The number of shares is as per TR‑1 Form: Notification of major interest in shares dated 6 February 2013.||83,751,827||5.77|
The Company is aware of the following individuals who each have a beneficial interest in three percent or more of EVRAZ plc’s issued share capital (in each case, except for Gennady Kozovoy, held indirectly) as of 31 December 2019:
|Number of ordinary shares||% of voting rights|
There have been no changes in the Company’s issued share capital and the Company has not received any notifications under Disclosure Guidance and Transparency Rule 5, from 31 December 2019 through 26 February 2020.
Listing rule disclosures
For the purposes of LR9.8.4CR, the information required to be disclosed by LR9.8.4R can be found in the following locations:
Note 9 to the Consolidated Financial StatementsPublication of unaudited financial information
Not applicableDetail of long-term incentive schemes
Note 21 to the Consolidated Financial Statements, Remuneration ReportWaiver of emoluments by a director
NoneWaiver of future emoluments by a director
NoneNon pre-emptive issues of equity for cash in relation to major subsidiary undertakings
NoneParent participation in a placing by a listed subsidiary
NoneContract of significance in which a director is interested
Relationship Agreement sectionProvision of services by a controlling shareholder
NoneShareholder waiver of dividends
NoneShareholder waiver of future dividends
NoneAgreements with controlling shareholder
Relationship Agreement section below
Significant contractual arrangements
The Company has entered into relationship agreements (the “Relationship Agreements”) with each of Greenleas International Holdings Ltd., Abiglaze Ltd and Crosland Global Limited (the “Controlling Shareholders”) that regulate the ongoing relationship between the Controlling Shareholders and the Company. This ensures that the Company is in compliance with the provisions of the Listing Rules and capable of carrying on its business independently of the Controlling Shareholders, and ensures that any transactions and relationships between the Company and the Controlling Shareholders are at arm’s length and on normal commercial terms. These Relationship Agreements were last amended and restated (or, in the case of Abiglaze Ltd, first entered into) in January 2019 reflecting changes in the Company’s shareholder structure that took place in December 2018.
The Relationship Agreements terminate if the Controlling Shareholders cease to own or control (directly or indirectly) in aggregate at least 30% of the issued ordinary shares in the Company (or at least 30% of the aggregate voting rights in the Company).
Under the Relationship Agreements, the Controlling Shareholders and the Company agree that:
- The Controlling Shareholders have the right to appoint the maximum number of non-executive directors that may be appointed while ensuring that the composition of the Board remains compliant with the UK Corporate Governance Code for so long as the Controlling Shareholders hold in aggregate an interest of 30% or more of the Company (or holds 30% or more of the aggregate voting rights in the Company) with each appointee being a “Shareholder Director”;
- The Controlling Shareholders and their associates shall not take any action that would have the effect of preventing the Company from complying with its obligations under the Companies Act, the Listing Rules and the Disclosure Guidance and Transparency Rules/
- Neither the Controlling Shareholders nor any of their associates will propose or procure the proposal of any shareholder resolution that is intended or appears to be intended to circumvent the proper application of the Listing Rules.
- Transactions, relationships and agreements between the Company and/or its subsidiaries (on the one hand) and the Controlling Shareholders shall be entered into and conducted on arm’s length terms and on a normal commercial basis, unless otherwise agreed by a committee comprising the non-executive directors of the Company whom the Board considers to be independent in accordance with the UK Corporate Governance Code (the “Independent Committee”).
- The Controlling Shareholders shall, insofar as it is legally able to do so, exercise their powers, and shall procure that each member of the respective Controlling Shareholder group does the same, so that the Company is managed in accordance with the principles of good governance set out in the UK Corporate Governance Code, save as agreed in writing by a majority of the Independent Committee.
- The Controlling Shareholders will, and will procure (as far as is reasonably possible) that each member of the respective Controlling Shareholder group will, treat as confidential all information (subject to certain exceptions) acquired relating to the Company and its subsidiaries.
- The provision of, access to and use of information pursuant to the Relationship Agreements is governed by applicable laws relating to insider information, including, without limitation, the Disclosure Guidance and Transparency Rules.
- The Controlling Shareholders shall not, and shall procure, insofar as they are legally able to do so, that each member of the respective Controlling Shareholder group shall not, take any action that precludes or inhibits the Company and/or any of its subsidiaries from carrying on its business independently of the Controlling Shareholders or any member of the respective Controlling Shareholder group.
- The quorum for any Board meeting of the Company shall be three, of which at least one must be a Shareholder Director appointed by Greenleas International Holdings Ltd., at least one must be a Shareholder Director appointed by Abiglaze Ltd and/or Crosland Global Limited and at least one must be a non-executive director whom the Board considers to be independent in accordance with the UK Corporate Governance Code.
- The Controlling Shareholders shall not, and shall procure, insofar as they are legally able to do so, that each member of the respective Controlling Shareholder group shall not, exercise any of their voting or other rights and powers to procure any amendment to the Memorandum and Articles that would be inconsistent with, undermine or breach any of the provisions of the Relationship Agreements, and will abstain from voting on, and will procure that the Controlling Shareholder Directors abstain from voting on, any resolution to approve a transaction with a related party (as defined in the Listing Rules) involving the Controlling Shareholders or any member of the respective Controlling Shareholder group.
- In any matter that, in the opinion of an independent director, gives rise to a potential conflict of interest between the Company and/or any of its subsidiaries (on the one hand) and the Shareholder Directors, the Controlling Shareholders or any member of the respective Controlling Shareholder group (on the other), such matter must be approved at a duly convened meeting of the Independent Committee or in writing by a majority of the Independent Committee.
- For so long as Greenleas International Holdings Ltd. (and its affiliates) holds in aggregate an interest of 25% or more in the Company, Greenleas International Holdings Ltd. undertakes that it will not become, and will use its reasonable endeavours to procure that no other member of its group becomes, involved in any competing business (subject to certain exceptions) in Russia, Ukraine or the CIS without giving the Company the opportunity to participate in the relevant competing business;
- For so long as Abiglaze Ltd and Crosland Global Limited (and their respective affiliates) hold in aggregate an interest of 25% or more in the Company, Abiglaze Ltd and Crosland Global Ltd undertake that they will not become, and will use their reasonable endeavours to procure that no other member of the respective Controlling Shareholder group becomes, involved in any competing business (subject to certain exceptions) in Russia, Ukraine or the CIS without giving the Company the opportunity to participate in the relevant competing business.
The Board is satisfied that the Company is capable of carrying on its business independently of the Controlling Shareholders and that the Board makes its decisions in a manner consistent with its duties to the Company and stakeholders of EVRAZ plc.
The change of control provisions contained in several loan agreements with a total principal amount of US$789 million outstanding as of 31 December 2019 specify that if a change of control occurs, each lender under these agreements has a right to cancel their commitments and request prepayment of their portion of the respective loans.
Articles of association
The Company’s Articles of Association were adopted with effect from June 2012 and contain, among others, provisions on the rights and obligations attaching to the Company’s shares, including the redeemable non-voting preference shares and the subscriber shares.
The Articles of Association may only be amended by special resolution at a general meeting of the shareholders.
Without prejudice to any rights attached to any existing shares, the Company may issue shares with rights or restrictions as determined by either the Company by ordinary resolution or, if the Company passes a resolution, the directors. The Company may also issue shares that are, or are liable to be, redeemed at the option of the Company or the holder and the directors may determine the terms, conditions and manner of redemption of any such shares.
There are no other restrictions on voting rights or transfers of shares in the Articles other than those described in these paragraphs.
Details of deadlines for exercising voting rights and proxy appointment will be set out in the Notice of the 2020 AGM.
At a general meeting, subject to any special rights or restrictions attached to any class of shares on a poll, every member present in person or by proxy has one vote for every share that he or she holds.
A proxy is not entitled to vote where the member appointing the proxy would not have been entitled to vote on the resolution had he or she been present in person. Unless the directors decide otherwise, no member shall be entitled to vote either personally or by proxy or to exercise any other right in relation to general meetings if any sum due from him or her to the Company in respect of that share remains unpaid.
The trustee of the Company’s Employee Share Trust is entitled, under the terms of the trust deed, to vote as it sees fit in respect of the shares held on trust.
Transfer of shares
The Company’s Articles provide that transfers of certificated shares must be effected in writing, and duly signed by or on behalf of the transferor and, except in the case of fully paid shares, by or on behalf of the transferee. The transferor shall remain the holder of the shares concerned until the name of the transferee is entered in the Register of Members in respect of those shares. Transfers of uncertificated shares may be effected by means of CREST unless the CREST Regulations provide otherwise.
The directors may refuse to register an allotment or transfer of shares in favour of more than four persons jointly.
Audit informationEach of the Directors who were members of the Board at the date of the approval of this report confirms that:
- So far as he or she is aware, there is no relevant audit information of which the Company’s auditors are unaware;
- He or she has taken all the reasonable steps that he or she ought to have taken as a Director to make him or herself aware of any relevant audit information and to establish that the Company’s auditors are aware of the information.
The confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
The EVRAZ Directors’ Report has been prepared in accordance with applicable UK company law and was approved by the Board on 26 February 2020.
By the order of the Board