Compliance with corporate governance standards
EVRAZ approach to corporate governance is based on the UK Corporate Governance Code published by the Financial Reporting Council (FRC) in July 2018 and the Listing Rules of the UK Listing Authority.
During the year to 31 December 2019, EVRAZ complied with all the principles and provisions of the 2018 UK Corporate Governance Code (the Governance Code is available at website), with the following exceptions:
- Provision 9: The chairman was non-independent on appointment, as he was and remains a significant shareholder, and had previously served as a CEO and chairman of the Group prior to listing in 2011. The Board considers that he brings independence of judgement to the Group’s activities, as well as extensive experience and expertise of the Group’s key markets. The Board also considers that the current Board structure provides a suitable level of protection for minority shareholders, as it operates in accordance with the Relationship Agreement currently in place (read page Directors report).
- Provision 37: The Company does not operate clawback arrangements. An explanation for this non-compliance is set out in the Remuneration Report on page Policy report.
An explanation of how the Company has complied with the UK Corporate Governance Code is given on the following pages:
- Board Leadership and Company Purpose – please read at Corporate Governance Statement on pages Board responsibilities and activities
- Division of Responsibilities - please read at Corporate Governance statement on pages Board responsibilities and activities
- Composition, Succession and Evaluation – please read at Nominations Committee Report on pages Nominations committee report
- Audit, Risk and internal control - please read at Audit Committee Report on page Audit committee report internal controls on page Risk management and internal control and Review of principal risks on pages Principal risks and uncertainties
- Remuneration - please read at Remuneration Committee report on pages Annual remuneration report