Compliance with corporate governance standards
EVRAZ is a public company limited by shares incorporated in the United Kingdom. It is a premium-listed company on the Main Market of the London Stock Exchange and is a member of the FTSE 100 Index. EVRAZ is committed to high standards of corporate governance and control.
The Group’s 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 Financial Conduct Authority.
During the year to 31 December 2020, 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 Directors report section).
- Provision 19: The Chairman has been in post since the IPO in October 2011 and has therefore served in excess of nine years. The Board has considered this situation and as explained in the previous comment, the Board considers that he has extensive experience and expertise of the Group’s key markets. The Board also considers that during a period of transition of Board members, his remaining in post also retains the necessary stability for the Group.
- Provision 37: The Company does not operate clawback arrangements. An explanation for this non-compliance is set out in the Remuneration Report in Policy report section.
An explanation of how the Company has complied with the UK Corporate Governance Code, including how it has applied the principles contained therein, is set out within this Corporate Governance Report, the Strategic Report and the Directors’ Report. In particular, the following pages will be most relevant in enabling shareholders to evaluate how these principles have been applied:
- Board Leadership and Company Purpose – please read at Corporate Governance Report.
- Division of Responsibilities – please read at Corporate Governance statement.
- Composition, Succession and Evaluation – please read at Nominations Committee Report.
- Audit, Risk and Internal Control – please read at Audit Committee Report, Risk Management and Internal Control and Principal Risks and Uncertainties.
- Remuneration – please read at Remuneration Committee Report.