7.7.Executive Management

TMK’s day-to-day operations are managed by the CEO and the Management Board. The CEO also acts as the Chairman of the Management Board.

Composition of the Management Board

There were no changes in the Management Board in 2015. As of 31 December 2015, the Management Board consisted of eight members:

• ShiryaevAlexander
  

  CEO of PAO TMK, Chairman of the Management Board.

  See the Board of Directors section for biography details.

• BilanSergey
  

  principal place of employment: PAO TMK Deputy CEO for Oilfield Services.

  Born in 1962. Graduated from the Rostov Institute of Railway Transport Engineers in 1984 and from the Budget and Treasury Academy of the Russian Finance Ministry in 2004. Has been conferred an Honorary Metallurgist title and awarded a Certificate of Merit from the Ministry of Industry, Science and Technologies of the Russian Federation.

  Relevant experience:

  Deputy CEO of TMK Trade House for Oilfield Services, CEO of TMK NGS and member of the Board of Directors of Orsky Machine Building Plant. Formerly, TMK Deputy CEO for Marketing, Deputy CEO of TMK and TMK Trade House for Premium Products and Services.
  
  Holds 0.0043% in the authorised capital of TMK.

• KaplunovAndrey
  

  First Deputy CEO of PAO TMK.

  See the Board of Directors section for biography details.

• KlachkovAlexander
  

  principal place of employment: Deputy CEO and Chief Engineer of PAO TMK.

  Has been with TMK since 2002. Born in 1957. Graduated from the Moscow Institute of Steel and Alloys in 1979. PhD in Technical Sciences. Mr Klachkov is a Russian Government prize winner in Science and Technology, also awarded with a Certificate of Merit from the Ministry of Industry and Energy of the Russian Federation and conferred an Honorary Metallurgist title.

  Relevant experience:

  Member of the Board of Directors of the Institute for the Tube and Pipe Industries (RosNITI) and Seversky Tube Works. Formerly, Head of the Technological Development Directorate at TMK, had held management positions at Oskol Electrometallurgical Plant.
  
  Holds 0.0028% in the authorised capital of TMK.

• LyalkovAlexander
  

  principal place of employment: First Deputy CEO of PAO TMK.

  Has been with TMK since 2003. Born in 1961. Graduated from the Volgograd Polytechnic Institute in 1989. Mr Lyalkov is a Russian Government prize winner in Science and Technology, also awarded with a medal for the construction of the Baikal – Amur Mainline and an Honour and Benefit medal of the International Welfare Fund; he was conferred an Honorary Metallurgist title and the Russian Quality Leader title of the Russian Organisation for Quality.

  Relevant experience:

  Member of the Board of Directors of Tagmet, Sinarsky Pipe Plant and Volzhsky Pipe Plant. Formerly, Deputy CEO for Operations at TMK and TMK Trade House, Deputy CEO for Operations, Technology and Quality at TMK, Managing Director at the Volzhsky Pipe Plant, where he had held various positions since 1980.
  
  Holds 0.0035% in the authorised capital of TMK

• OborskyVladimir
  

  principal place of employment: CEO of TMK Trade House. Executive Director and First Deputy CEO at PAO TMK.

  Has been with TMK since incorporation. Born in 1961. Graduated from Mikhail Frunze Higher Combined-Arms Command Academy in Kiev in 1982 and the Mikhail Frunze Military Academy in 1994. Obtained an MBA from the International University in Moscow in 2009. PhD in Economics. Was awarded a Medal for Battle Merit, an Order of Military Merit and a Certificate of Merit from the Ministry of Industry and Energy of the Russian Federation.

  Relevant experience:

  Member of the Board of Directors at TMK Trade House and TMK-CPW. Formerly, First Deputy CEO and Executive Director at TMK Trade House, Head of the Transneft and Gas Producers Customer Service Department at TMK Trade House, Head of the Strategic Customer Service Directorate and the Gas Producers Customer Service Directorate at Volzhsky Trade House.
  
  Holds 0.0007% in the authorised capital of TMK.

• PetrosyanTigran
  

  principal place of employment: Chief Financial Officer at PAO TMK.

  Has been with TMK since 2001. Born in 1968. Graduated from Yerevan State University in 1993. Has been conferred a Certificate of Merit from the Ministry of Industry, Science and Technologies of the Russian Federation.

  Relevant experience:

  Board member at TMK Trade House, Orsky Machine Building Plant and TMK’s Russian pipe plants. Formerly, Deputy CEO for Economics at TMK and TMK Trade House, Head of the Economic and Planning Directorate at TMK, Head of the Economic and Planning Department of Volzhsky Pipe Plant, Deputy CEO at Volzhsky Audit, officer at the Armenian Ministry of Economy.
  
  Holds 0.02% in the authorised capital of TMK.

• ShmatovichVladimir
  

  principal place of employment: Deputy CEO for Strategy and Business Development at PAO TMK.

  Has been with TMK since 2005. Born in 1964. Graduated from the Moscow Finance Institute in 1989 and the University of Notre Dame USA (MBA) in 1993. Has been conferred a Certificate of Merit from the Ministry of Industry and Trade of the Russian Federation and awarded with a Tsiolkovsky Gold Medal. Has been conferred Udmurtneft’s Honorary Oil Worker title and an Honorary TMK Employee title.

  Relevant experience:

  Board member of Lhoist – TMK B.V. and OFS Development SARL, Chairman of the Board of Directors of TMK GIPI, Class A Manager at Completions Development S.a r.l., Director at TMK Completions Ltd. Formerly, Board member at SKB-bank, CFO of TMK, Deputy CEO, CFO at various companies (Udmurtneft, Sidanco, RusPromAvto), CEO of Interros.
  
  Holds no shares in TMK.

As of 31 December 2015, the members of the Management Board held no interests in companies under control and did not enter into PAO TMK shares acquisition/disposal transactions. Changes in the shareholdings of the members of the Management Board in the authorised capital of PAO TMK were due to the issuance of additional shares.

Executive management remuneration

The remuneration paid to the CEO and the members of the Management Board consists of:

• Fixed salaries determined in accordance with their employment contracts and payable on a monthly basis
• Variable part (bonuses), based on individually established KPIs and approved by the Board of Directors each year. This bonus is paid to the CEO and the members of the Management Board if they deliver their KPIs, and subject to the approval of their performance reports by the Board of Directors.

In 2015, the aggregate remuneration of the CEO and members of the Management Board amounted to USD 4.55 m, including USD 3.25 m in salaries and USD 1.30 m in bonuses.