EVRAZ

Through its broad powers and frequent meetings the Board is deeply involved in managerial decision-making procedures. Such involvement covers different areas of EVRAZ Group’s management activities and reporting. Save for matters specifically reserved for the Annual General Meeting (e.g. election of the new Board members, amendments to the Articles of Association,  appointment of auditors, etc.) the Articles of EVRAZ Group S.A. limits the unilateral decision making of the Company’s officers and vests the Board of Directors with ultimate decision-making powers.

The Board is vested with broad powers (Policy Governing the Board) to effectively oversee the business of EVRAZ, map out its strategic goals and review management performance. The Board may grant special powers and delegate daily management to the CEO and senior managers of EVRAZ Group S.A. and/or its subsidiaries and affiliates; in so doing, the Board is responsible for overseeing their performance to ensure that shareholders’ interests are met and that EVRAZ complies with applicable laws and regulations. The transactions that are valued over EUR30 million and related party transactions are within the Board of Director’s competence.

The agenda of the Board meeting is determined by the Chairman. Any director may suggest reasonable items to be included in the agenda. The final agenda is sent to the Board members not later than 5 days prior to the Board meeting. The Secretary to the Board assists in the convening of the Board meetings and the general shareholders' meetings and prepares and distributes related papers and the minutes of meetings.

The Board establishes the agenda of the general shareholders' meeting. Any shareholder holding at least five percent of the Company's share capital may suggest items to the Board items for conclusion on the agenda of the Annual General Meeting. Such suggestions and proposals should reach the Board at least two months prior to the meeting.

The Board exercises its powers based on the highest corporate governance standards and on what the directors believe to be in the best interests of EVRAZ and its shareholders to whom it is accountable: discharge of the directors’ liability is subject to shareholders’ approval each year at the Annual General Meeting. The members of the Board have access to all information necessary for the exercise of their duties.

Members of the Board are elected for a one-year term for an unlimited number of times by a simple majority of shareholders’ votes at the Annual General Meeting which is held on 15 May of each calendar year or on the following Monday should 15 May of a particular year fall on a weekend. The practice of EVRAZ Group S.A. is to have at least three independent directors matching the independence criteria set out by the corporate governance principles applicable to listed companies.

The criteria in respect of the independence of the Group’s directors can be found on the Company’s website under ‘Policy Governing the Board of Directors’

Any shareholder holding at least five percent of the Company's share capital may propose a candidate or candidates for the election of the Board. Such suggestions and proposals should reach the Board at least two months prior to the meeting. The selection of directors is based on the contributions they can make to EVRAZ’s business. Directors should display integrity, represent diverse professional backgrounds and combine a broad spectrum of experience and expertise. Evraz provides new directors with a programme designed to familiarise them with EVRAZ’s business, strategy, co-directors, managers and other relevant aspects of the Company. The Chairman is responsible for creating a climate of trust within the Board, and ensures that continuing education is available, so that directors can improve and update their knowledge and skills in any area the Board thinks necessary.

Board Meetings in 2010

* Attendance records are not applicable to Circular Board Meetings in view of the fact that, under Luxembourg law, a director is required to sign the protocol even if he/she did not participate in such a meeting.