ON REMUNERATIONS AND COMPENSATIONS PAID TO MEMBERS OF THE BOARD OF DIRECTORS OF JOINT-STOCK COMPANY CHELYABINSK TUBE-ROLLING PLANT
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1 APPROVED BY Extraordinary General Meeting of Shareholders of Joint-Stock Company Chelyabinsk Tube-Rolling Plant (Minutes without number dd ) Chairperson of extraordinary general meeting of shareholders of JSC Chelpipe / А.А.Fedorov REGULATION ON REMUNERATIONS AND COMPENSATIONS PAID TO MEMBERS OF THE BOARD OF DIRECTORS OF JOINT-STOCK COMPANY CHELYABINSK TUBE-ROLLING PLANT Chelyabinsk, 2010
2 CONTENTS 1. General provisions 3 2. Remuneration to the BOD members 4 3. Compensation of expenses of the BOD members 5 4. Additional types of remuneration 5 5. Approval and alteration of the Regulation 5
3 1. General provisions 1.1. The present Regulation on remunerations and compensations paid to members of the Board of Directors of Joint-Stock Company Chelyabinsk Tube-Rolling Plant (hereinafter referred to as the Regulation) is developed in accordance with the Federal law On Joint-Stock Companies, the Charter of Joint-Stock Company Chelyabinsk Tube-Rolling Plant (hereinafter referred to as the Company), the Regulation on the Board of Directors of the Company, other existing statutory acts, and determines conditions, the amount and the procedure of paying remunerations and compensations of expenses to the members of the Company BOD associated with execution of functions during their execution of the duties The present Regulation is approved by the general meeting of the shareholders of the Company in accordance with the standards of article 64, item 2 of the FL On Joint-Stock Companies and is the basis to accrue and pay remunerations and compensations to the members of the Company BOD but remunerations paid to persons who are the members of the Company BOD based on labor and civil-law agreements are not taken into account Company s funds are the source for paying remunerations and compensations Amounts of remunerations and compensations which expected amount is calculated in accordance with the present Regulation are taken into account during budget determination (plan of profits and losses) of the Company The amounts of remunerations and compensations stated in the Regulation do not include taxation. The Company itself calculates, deducts and pays the taxes to be paid and/or deducted due to the payments of remunerations and compensations to the members of the Company BOD, unless other taxation scheme is not stipulated by the law applied to the present legal relations The period for accrual and payment of remunerations and compensations is the period of the BOD powers that starts from election of the members of the Company BOD at the annual general meeting of shareholders of the Company and ends when the subsequent annual meeting of shareholders of the Company is held. If powers are early terminated, as well as if a member of the Company BOD is elected at the extraordinary general meeting of shareholders of the Company the amount of remuneration shall be calculated with regard to actual time of work (period of powers) of the member of the Company BOD Remunerations and compensations are paid in the Russian Federation rubles. The date of payment of remuneration and/or compensations is the date when funds are written off from the Company transaction account For the purposes of the present Regulation terms as follows are used: (1) member of the Board of Directors, Director is a person elected to the membership of the Company BOD under the stated procedure; (2) remuneration to the BOD member amounts of money, securities and other properties and estate liabilities paid (transferred) as remuneration for participation in work of the Company BOD; (3) compensations amounts of money paid to the members of the Company BOD as compensations for their expenses:
4 - incurred due to participation in work of the Company BOD, including, but not limited to: travel and accommodation expenses and others, in case the meeting of the Company BOD is carried out not in the place of permanent residence of the member of the Company BOD; - not related to participation in the meetings but connected with the Company activity, including, but not limited to travel and accommodation expenses and other (participation in business trips and activities held abroad). 2. Remuneration to the BOD members 2.1. Remuneration of the BOD members consists of: - remuneration for participation in the current work of the Company Board of Directors (hereinafter referred to as base remuneration); - remuneration for execution of additional duties (hereinafter referred to as additional remuneration); - remuneration according to the work results Remuneration rate for participation in the current activity of the Company BOD (annual base remuneration) makes (two million two hundred and fifty thousand) rubles Additional remuneration is paid for additional duties as follows: for participation in work of each of the Committees of the Company BOD. Annual rate of the stated remuneration makes (four hundred and fifty thousand) rubles for each committee where the member of the Company BOD is elected in the membership; for work as the Chairperson of each of the Committees of the Company BOD. Annual rate of the stated remuneration in addition to the remuneration stipulated in item of the Regulation makes (four hundred and fifty thousand) rubles for each committee, where the member of the Company BOD is assigned as the Chairperson; for work as the Chairperson of the Company BOD. Annual rate of the remuneration makes 200% of the annual base remuneration to a member of the Company BOD In case the Company receives net profit according to the results of the financial year in which the Company Board of Directors was elected, the Company BOD can be paid remuneration in the amount of up to 5 (five) % of the Company net profit for the past financial year according to the work results. Remuneration payment according to the present article of the Regulation is conditioned by a resolution made on the basis of recommendations of the HR and Remuneration Committee of the Company BOD by the general meeting of the Company shareholders. Distribution of such remuneration among the members of the BOD is carried out on the basis of recommendations of the HR and Remuneration Committee of the Company BOD Remuneration for participation in the current work of the Company BOD and additional remuneration are paid to the members of the Company BOD monthly, in equal shares not later than in 15 days after the end of the current month Remuneration for participation in the current work of the Company BOD is paid to the members of the Company BOD in the period when they exercise their powers namely: from the date of election to the Company BOD until the date of termination of powers of the member of the Company BOD Remuneration for the execution of additional duties is paid to the members of the Company BOD from the date when additional duties were imposed on the member of the Company BOD
5 and until the date when the execution of additional duties is finished on the basis of a statement submitted by the Company Corporate Secretary In case a member of the Company BOD executes several additional duties remunerations for the execution of the stated duties are summed up A member of the Company BOD has a right to accept no remuneration by presenting a written notification addressed to the Chairperson of the Company BOD Remuneration according to the work results stipulated in item 2.4 of the Regulation is paid within one month from the date when the general meeting of the Company shareholders was conducted In accordance with a resolution of the general meeting of the Company shareholders payment of remuneration according to the work results can be substituted or expanded with a right to participate in the Company option plan. 3. Compensation of expenses of the BOD members 3.1. Compensations including expenses for traveling to the place where the meeting of the Company BOD is conducted and back, accommodation expenses as well as expenses not related to the participation in meetings but related with an activity of the Company BOD are paid in accordance with actual expenses Compensation of expenses is carried out on the basis of documents proving the expenses within 15 days from the moment when such documents were submitted to the Company. 4. Liability insurance of the BOD member 4.1. The Company insures professional liability of the members of the Company BOD. 5. Approval and alteration of the Regulation 5.1. The present Regulation is approved by the general meeting of the Company shareholders and comes into force from the moment of its approval. The present Regulation covers activity of the members of the Company BOD elected at the general meeting of the Company shareholders according to the results of 2009 from the moment of their election Decision on the approval of the present Regulation shall be made by the majority of votes of the shareholders voting share owners participating in the meeting of the shareholders Proposals on making amendments and additions in the Regulation or on approval of the amended Regulation are made in accordance with the procedure for including proposals in the agenda of the general meeting of the Company shareholders stipulated in the Company Charter If legislations of the Russian Federation shall be amended and some of provisions of this Regulation contradict with them, these provisions cease to be in force, and prior to the moment when the amendments are made in the Regulation the legislations of the Russian Federation shall govern.
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