Composition of the Board of Directors

As at 31 December 2018, the Board of Directors was made up of 13 members, including six independent, four non-executive and three executive directors. Following the Annual General Meeting of Shareholders on 28 June 2018, Roger Munnings, Andrey Likhachev and Artem Volynets were elected to the Board of Directors, replacing Gerhardus Prinsloo, Rushan Bogaudinov and Sergey Skvortsov.

Breakdown by years served on the Board of Directors (%)
Breakdown by age (%)
Composition of the Board of Directors (%)
Key competencies of the Board of Directors
Full name Years on the Board of Directors Track record as a member of the Board of Directors Сompetencies
Strategy Law and corporate governance Finance Mining and engineering International economic relations
Gareth Peter Penny 5 Since 2013 + + +
Robert Edwards 5 Since 2013 + + +
Sergey Bratukhin 5 Since 2013 + + + +
Andrey Bougrov 16 Since 2002 + + +
Marianna Zakharova 8 Since 2010 + +
Sergey Barbashev 7 Since 2011 +
Alexey Bashkirov 5 Since 2013 + + +
Maxim Sokov 10 Since 2008 + + + +
Vladislav Soloviev 8 2008–2011 + +
Stalbek Mishakov 6 Since 2012 + + + +
Roger Munnings 1 Since 2018 + +
Andrey Likhachev 1 Since 2018 + +
Artem Volynets 1 Since 2018 + +
Rushan Bogaudinov А. 3 2015–2018 + +
Gerhardus Prinsloo 6 2012–2018 + + + +
Sergey Skvortsov 3 2014–2015, 2017–2018 + +
Total Average tenure on the Board of Directors is 6 years 6 10 10 11 6


Gareth Peter PENNY

Gareth Peter PENNY

Independent director

Independent director
Chairman of the Board of Directors since 2013
Member of the Strategy Committee

Born in: 1962

Nationality: UK

Education:

Bishops Diocesan College, Cape Town

Eton College, UK

Oxford, Rhodes Scholar (UK), Master of Arts in Philosophy, Politics and Economics (UK)

Track record:

2007–present Non-executive director at Julius Bаеr Group Ltd

2012–2016 Executive Chairman at New World Resources plc, Executive Director at New World Resources NV

2012–2016 Member of the Board of Directors at OKD

2016–2018 Non-Executive Chairman of the Board of Directors at Pangolin Diamonds Corp.

2017–present Non-Executive Chairman of the Board of Directors at Edcon Holdings Limited

2017–present Member of the Board of Directors at Amulet Diamond Corporation

Andrey BOUGROV

Andrey BOUGROV

Executive director

Executive director
Senior Vice President
Deputy Chairman of the Board of Directors since 2013
Member of the Management Board since 2013

Born in: 1952

Nationality: Russia

Education:

Moscow State Institute of International Relations (MGIMO University), degree in International Economic Relations; 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

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, Deputy CEO at MMC Norilsk Nickel

2013–present Vice President of the Russian Union of Industrialists and Entrepreneurs (RUIE)

2014–present Member of the Board of Directors at Inter RAO UES PJSC (Inter RAO UES OJSC until 2015)

2014–present Member of the Expert Committee of the Russian President’s Anticorruption Office

2015–present Member of the Management Board and Deputy Chairman of the Board of Directors at MMC Norilsk Nickel

2015–2016 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)

2015–present Member of Non-profit partnership National Council on Corporate Governance

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

2018–present Chairman of the Board of non-financial reporting at RUIE

2018–present Member of the Expert Council on Corporate Governance at the Russian Ministry of Economic Development

2018–present Member of the Advisory Board of the RBTT

Sergey BARBASHEV

Sergey BARBASHEV

Executive director (since June 2018)

Executive director (since June 2018)
First Vice President
Member of the Board of Directors since 2011
Member of the Management Board since 2018

Born in: 1962

Nationality: Russia

Education:

Moscow Higher School of Militia of the Ministry of Internal Affairs of the USSR, degree in Law

Track record:

2008–2018 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 Vladimir Potanin Foundation (formerly, Vladimir Potanin Foundation, non-profit charitable organisation)

2011–present Chairman of the Board of Directors at Rosa Khutor Ski Resort Development Company

2015–2018 Branch Director at Olderfrey Holdings Limited

2016–present Member of the Board of Endowment for Education, Science and Culture

2018–present Member of the Management Board, First Vice President and Head of Corporate Security at MMC Norilsk Nickel

Alexey BASHKIROV

Alexey BASHKIROV

Non-executive director

Non-executive director
Member of the Board of Directors since 2013
Chairman of the Budget Committee, member of the Audit and Sustainable Development Committee, Strategy Committee, and Corporate Governance, Nomination and Remuneration Committee

Born in: 1977

Nationality: Russia

Education:

Moscow State Institute of International Relations (MGIMO University), degree in International Economic Relations

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 Petrovax Pharm and Zaodno

2015–2018 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 ama teu

2016–2018 Member of the Board of Directors at iGlass Technology Inc.

2016–present Managing Director at Winter Capital Advisors

2016–present CEO at Translaininvest

2018–present CEO, Chairman of the Management Board at Interros Holding Company

Sergey BRATUKHIN

Sergey BRATUKHIN

Independent director

Independent director
Member of the Board of Directors since 2013
Chairman of the Corporate Governance, Nomination and Remuneration Committee, member of the Strategy Committee, the Budget Committee and the Audit and Sustainable Development Committee

Born in: 1971

Nationality: Russia

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:

2007–2017 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

Artem VOLYNETS

Artem VOLYNETS

Independent director

Independent director
Member of the Board of Directors since 2018
Member of the Strategy Committee and the Budget Committee

Born in: 1967

Nationality: Russia

Education:

Georgetown University

INSEAD (Institut Europeen d'Administration des Affaires)

The American University in Washington, DC

Lomonosov Moscow State University

Track record:

2010–2013 CEO at En+ Group

2010–2013 CEO at En+ Management

2013–2013 Advisor to Nafta Moskva investment group

2014–2017 CEO at ACG Eurasia (formely, Sapinda CIS)

2017–present CEO at ACG Amur Capital Group Ltd

2018–present Member of the Board of Directors and CEO at Chaarat Gold Holdings Limited

Marianna ZAKHAROVA

Marianna ZAKHAROVA

Executive director

Executive director
First Vice President
Member of the Board of Directors since 2010
Member of the Management Board since 2016

Born in: 1976

Nationality: Russia

Education:

People s’ 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 LLC Interros Holding Company (Interros Holding Company CJSC until 2015)

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

Andrey LIKHACHEV

Andrey LIKHACHEV

Independent director

Independent director
Member of the Board of Directors since 2018
Member of the Corporate Governance, Nomination and Remuneration Committee

Born in: 1965

Nationality: Russia

Education:

A.A. Zhdanov Leningrad State University, degree in Applied Mathematics

Track record:

2011–2013 Member of the Board of Directors and CEO at MOEK

2012–2018 Chairman of the Board of Directors at Irkutskenergo

2013–2016 CEO at Planeta ZIL

2017–present CEO at Rublyovo-Arkhangelskoye (Sberbank Group)

Stalbek MISHAKOV

Stalbek MISHAKOV

Non-executive director

Non-executive director
Member of the Board of Directors since 2018
Member of the Corporate Governance, Nomination and Remuneration Committee and the Audit and Sustainable Development Committee

Born in: 1970

Nationality: Russia

Education:

Moscow State Institute of International Relations (MGIMO University), degree in International Law

University of Notre Dame (USA), Master's degree

Diplomatic Academy of the Russian Foreign Ministry, PhD in Economics

Track record:

2010–2018 Advisor to CEO at RUSAL Global Management B. V.

2013–2016 Member of the Board of Directors at United Company RUSAL Plc

2013–2018 Deputy CEO at En+ Management

2018–present Sector Lead at RUSAL Global Management B. V.

Roger Llewelyn MUNNINGS

Roger Llewelyn MUNNINGS

Independent director

Independent director
Member of the Board of Directors since 2018
Chairman of the Audit and Sustainable Development Committee and member of the Budget Committee

Born in: 1950

Nationality: UK

Education:

The University of Oxford, Master's degree (Hons) in Politics, Philosophy and Economics

Fellow of the Institute of Chartered Accountants in England and Wales

Track record:

2013–present Member and Chairman of the Board of Directors of Russo-British Chamber of Commerce

2005–2014 Deputy Chairman of the Board at Association of European Businesses in Russia

2008–2014 Chairman of Audit Committee Institute in Russia

2009–2016 Trustee at the John Smith Trust

2009–2014 Member of the Board of Directors at the Moscow School of Political Studies (now Moscow School of Civic Education)

2010–2016 Member of the Board of Directors at Wadswick Energy Limited

2010–present Independent director, Chairman of the Board of Directors’ Audit, Finance and Risk Committee at Sistema

2011–2014 Member of the Advisory Board at Oracle Capital Group

2012–2013 Independent director at SUEK

2013–present Member of Non-profit partnership National Council on Corporate Governance

2013–present Trustee at Kino Klassika Ltd

2013–present Advisory Council Member at International Business Leaders Forum Autonomous Non-Profit Organization

2015–present Independent director, Chairman of the Board of Directors’ Human Resources and Compensation Committee at LUKOIL

2017–present Member of Council of National Representatives, Association of European Businesses in Russia

Maxim SOKOV

Maxim SOKOV

Non-executive director

Non-executive director
Member of the Board of Directors since 2008
Chairman of the Strategy Committee, member of the Budget Committee

Born in: 1979

Nationality: Russia

Education:

Russian State Tax Academy under the Russian Ministry of Taxes, degree in Law

New York University, Master's degree in Law, lawyer (USA)

Track record:

2008–2013 CEO of OK RUSAL – Investment Management

2012–2018 Member of the Board of Directors at United Company RUSAL Plc

2012–2013 Director of 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

2013–2018 CEO at En+ Management

2013–2017 Member of the Board of Directors at Eurosib Energo Plc

2013–2018 Member of the Board of Directors at En+ Group Limited

2014–2018 CEO at En+ Group Limited

2017–2018 Member of the Board of Directors at FESCO

2017–2018 CEO at En+ Group Plc and member of the Board of Directors at En+ Group Plc

2018 President at En+ Group Plc

Vladislav SOLOVIEV

Vladislav SOLOVIEV

Non-executive director

Non-executive director
Member of the Board of Directors since 2013 (also in 2008–2011)

Born in: 1973

Nationality: Russia

Education:

Graduate School of Management of the State Academy of Management

Moscow State Technological University “Stankin”, MBA

Track record:

2007–2018 Member of the Board of Directors at United Company RUSAL Plc

2008–2015 Member of the Board of Directors at En+ Group Limited

2010–2014 First Deputy Director at RUSAL Global Management B. V.

2014–2018 CEO of CJSC RUSAL Global Management B. V. and United Company RUSAL Plc

2018 Member of the Board of Directors and CEO at En+ Group Plc

2018–present President at United Company RUSAL Plc and CJSC RUSAL Global Management B. V.

Robert EDWARDS

Robert EDWARDS

Independent director

Independent director
Member of the Board of Directors since 2013
Member of the Corporate Governance, Nomination and Remuneration Committee and the Audit and Sustainable Development Committee

Born in: 1966

Nationality: UK

Education:

Camborne School of Mines, degree in Mining Engineering

Track record:

2013–2014 Senior Advisor at Royal Bank of Canada (Europe) Capital Markets

2013–present CEO at Highcross Resources Ltd

2014–2018 Non-executive director at GB Minerals Ltd

2016–2016 Chairman at Sierra Rutile Limited (SRX)

2018–present Member of the Board of Directors at Chaarat Gold Holdings Ltd

2018–present Member of the Board of Directors at Scriptfert New Zealand Ltd

Board of Directors’ holdings and transactions in the Company’s shares

In 2018, Maksim Sokov held the Company’s ordinary shares accounting for 0.0011% of the authorised capital.

Stalbek Mishakov completed the following transactions in the Company's securities: on 21 March, he acquired 44 thousand ADRs (0.0028% of the authorised capital), which he sold in two tranches of 22 thousand ADRs (0.0014% of the authorised capital) on 6 November and 26 November, respectively. As at 31 December 2018, Stalbek Mishakov held no ordinary shares and/or ADRs of the Company.

As at the same date, other directors had no holdings in the Company’s ordinary shares and/or ADRs and did not enter into any relevant sale and purchase transactions in 2018.