In accordance with section 415 of the Companies Act 2006, the Directors of EVRAZ plc present their report to shareholders for the financial year ended 31 December 2020, which they are required to produce by applicable UK company law. The Directors’ Report comprises the Directors’ Report section of this report, together with the sections of the annual report incorporated by reference. As permitted by legislation, some of the matters normally included in the Directors’ Report have instead been included in other sections of the annual report, as indicated below.
The Company was incorporated under the name EVRAZ plc as a public company limited by shares on 23 September 2011 under registered number 7784342. EVRAZ plc listed on the London Stock Exchange in November 2011 and is a member of the FTSE 100 Index.
|Dividends|| 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 Strategic priorities for details. |
The Company paid an interim dividend of US$0.40 per ordinary share, totalling US$581 million, on 27 March 2020 to shareholders on the register as of 6 March 2020.
The Company paid an interim dividend of US$0.20 per ordinary share, totalling US$291 million, on 2 October 2020 to shareholders on the register as of 21 August 2020.
The Board of Directors have declared an interim dividend of US$0.30 per share, totalling US$437 million, to be paid on 7 April 2021 to shareholders on the register as of 12 March 2021.
|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 2020, the Company’s issued share capital consisted of 1,506,527,294 ordinary shares, of which 49,654,691 shares are held in Treasury. Therefore, the total number of voting rights in the Company is 1,456,872,603.
The Company’s issued ordinary share capital ranks paripassu 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 2020 AGM for the Company to make market purchases of 145,687,260 of its shares, representing 10% of the issued share capital (excluding shares held in treasury), expires on the earlier of the 2021 AGM or 30 June 2021. EVRAZ will ask shareholders to give a similar authority at the 2021 AGM. During 2020, 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 29 April 2020, the Company transferred 4,964,830 ordinary shares out of treasury to the Company’s Employee Share Trust.
|Directors||Biographies of the directors who served on the Board during the year are provided in the 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, see the Remuneration Report.
Sir Michael Peat and Karl Gruber will not be seeking re-election as directors at the AGM, having completed terms of nine years. All of the other directors intend to stand for re-election at the 2021 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, see 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. The 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 EVRAZ 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 Customer-centric 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.
|Payments to governments|| EVRAZ published its 2019 report on payments to governments in June 2020. 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 2020.|
|Greenhouse gas emissions||In 2020, in accordance with the requirements of the Companies Act 2006 (Strategic and Directors’ Report) Regulations 2013, and Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, EVRAZ undertook to assess full emissions of greenhouse gases (GHGs) from facilities under its control. Details can be found in the CSR section|
|Employees||Information regarding the Company’s employees can be found in the Our People section.|
|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 Report and Risk Management and Internal Control section and the Financial Review section.|
|Going concern|| The financial position and performance of the Group and its cash flows are set out in the Financial Review section. |
ased 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.
More details are provided in Note 2 to the Consolidated Financial Statements.
|Auditor|| The Audit Committee conducted a tender for the external audit of the Group in July 2016. Ernst & Young LLP was 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 no re-tender will take place until the conclusion of the 2020 financial year. A decision on whether to re-tender will be taken in due course by the Audit Committee and presented to the Board for consideration. |
Ernst & Young LLP has indicated its willingness to continue in office and a resolution seeking to re-appoint it will be proposed at the forthcoming AGM.
|Future developments||Information on the Group and its subsidiaries’ future developments is provided in the Strategic Report.|
|Events since the reporting date||The major events after 31 December 2020 are disclosed in Note 33 to the Consolidated Financial Statements.|
|Annual General Meeting (AGM)|| The 2021 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 2020 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.|
|Employee engagement||Details of how the Company engages with its workforce can be found in the Strategic Report in Our people.|
|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 decisions are set out in the Corporate Governance Report.|
The Company’s issued share capital as of 31 December 2020 was 1,506,527,294 ordinary shares, of which 49,654,691 shares are held in Treasury. Therefore, the total number of voting rights in the Company is 1,456,872,603.
As of 31 December 2020, 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||28.68|
|Abiglaze LtdThe Company understands that Alexander Abramov has an indirect economic interest in the 281,870,003 shares held by Abiglaze Ltd.||281,870,003||19.35|
|Crosland Global LimitedThe Company understands that Alexander Frolov has an indirect economic interest in the 140,723,705 shares held by Crosland Global Limited.||140,723,705||9.66|
|Kadre Enterprises LtdIncludes 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||5.75|
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 2020:
|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 2020 through 24 February 2021.
Listing rule disclosures
For the purposes of LR 9.8.4CR, the information required to be disclosed by LR 9.8.4R can be found in the following locations:
|Interest capitalised||Note 9 to the Consolidated Financial Statements|
|Publication of unaudited financial information||Not applicable|
|Detail of long-term incentive schemes||Note 21 to the Consolidated Financial Statements, Remuneration Report|
|Waiver of emoluments by a director||None|
|Waiver of future emoluments by a director||None|
|Non pre-emptive issues of equity for cash||None|
|Non pre-emptive issues of equity for cash in relation to major subsidiary undertakings||None|
|Parent participation in a placing by a listed subsidiary||None|
|Contract of significance in which a director is interested||None|
|Contracts of significance with a controlling shareholder||Relationship Agreements section below|
|Provision of services by a controlling shareholder||None|
|Shareholder waiver of dividends||None|
|Shareholder waiver of future dividends||None|
|Agreements with controlling shareholder||Relationship Agreements 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 hold 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$1,018 million outstanding as of 31 December 2020 specify that if a change of control occurs, each lender under these agreements has a right to cancel their commitments and request repayment of their portion of the respective loans ahead of schedule.
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 in 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.
Each 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 24 February 2021.
By the order of the Board