Annual Report & Accounts 2015

Remuneration Report

Annual statement by the chairman of the Remuneration Committee

In the current competitive environment, the Group aims to ensure that its remuneration policy is aligned with its business objectives and retains and motivates qualified senior executives in order to deliver sustainable, long-term returns to shareholders.

It is a great pleasure for me to congratulate the management of the Company, and the HR team in particular, on receiving the Best Use of a Share Plan in an Emerging Market 2015 award by the Global Equity Organization. It is a clear sign of a global recognition of their efforts in long-term incentives area.

Directors’ Remuneration Policy

EVRAZ believes that the Remuneration Policy approved by shareholders at the 2014 AGM remains appropriate, and as such, it is not proposing to make any changes this year. Included in this Remuneration Report for ease of reference is a copy of the Directors' Remuneration Policy Report, as approved by shareholders. There will be no separate vote on this part of the report at the 2016 AGM.

Annual Remuneration Report

The second part of the report, the Annual Remuneration Report, sets out details of remuneration paid in 2015 and how the Group intends to apply its policy in 2016. This section will be put to an advisory shareholder vote at the forthcoming AGM.

Key decisions taken during the year

  1. The Committee reviewed the CEO's salary and determined that his salary for 2016 will remain frozen at the same level as in 2015. This reflects the continuing challenging market conditions and low level of wage increases to employees across the Group in general.
  2. Based on performance against the pre-determined KPIs and targets, the CEO's annual bonus payout for 2015 was 12.18% of the maximum.

In line with its commitment to good corporate governance, EVRAZ will continue to monitor investors' views, best-practice developments and market trends on executive remuneration. These will be taken into account when deciding on executive remuneration at EVRAZ, to ensure that its policy remains appropriate in the context of business performance and strategy.

Policy Report

The Remuneration Policy was approved by shareholders at the AGM in 2014. For the benefit of shareholders, the policy is reproduced below. The date of the executive director's service contract has been updated to reflect the date of the current contract. No other changes have been made.

Committee members and attendance


This report has been prepared in accordance with the Companies Act 2006 and Schedule 8 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended in 2013). It also meets the relevant requirements of the Financial Conduct Authority's Listing Rules and describes how the Board has applied the principles of good governance as set out in the UK Corporate Governance Code (September 2014).

This report fully complies with the Directors' Remuneration Reporting Regulations introduced in 2013 by the UK government.

This report contains both auditable and non-auditable information. The information subject to audit by the Group's auditors, Ernst & Young LLP, is set out in the Annual Remuneration Report and has been identified accordingly.


Remuneration policy
Element Purpose and link to strategy Operation Maximum potential value Performance metrics
Executive director
Base salary Provides a level of base pay to reflect individual experience and role to attract and retain high-calibre talent. Normally reviewed annually, taking into account individual and market conditions, including:
  • size and nature of the role,
  • relevant market pay levels,
  • individual experience and pay
  • increases for employees across the Group.

For the current CEO, base salary incorporates a director's fee (paid to all directors for participation in the work of the Board committees тАФ see the section on non-executive director remuneration policy below).
Generally, the maximum increase per year will be in line with general level of increases within the Group.
However, there is no overall maximum opportunity as increases may be made above this level at the Committee's discretion, to take account of individual circumstances such as increase in scope and responsibility and to reflect the individual's development and performance in the role.
None
Benefits To provide market level of benefits, as appropriate for individual circumstances. Benefits currently include:
  • private healthcare
  • meal allowances

Other benefits (including pension benefits) may be provided if the Committee considers it appropriate. The current CEO does not participate in any pension scheme at present.
In the event that an executive director is required by the Group to relocate, benefits may include but are not limited to relocation allowance and housing allowance.
The cost of benefits will generally be in line with that for the senior management team. However, the cost of insurance benefits may vary from year to year depending on the individual's circumstances.
The overall benefit value will be set at a level the Committee considers proportionate and appropriate to reflect individual circumstances. There is no total maximum opportunity.
None
Annual bonus Aligns executive remuneration to Group strategy through rewarding the achievement of annual financial and strategic business targets. The Group operates an annual bonus arrangement under which awards are generally delivered in cash.
Targets are reviewed annually and linked to corporate performance based on predetermined targets.
200% of base salary per financial year The bonus is based on achievement of the Group's key quantitative financial, operational and strategic measures in the year to ensure focus is spread across the key aspects of Group performance and strategy.
The exact measures and associated weighting will be determined on an annual basis, according to the Group's strategic priorities, however at least 60% will be based on Group financial measures.
For achievement of threshold performance, 0% of maximum will be paid, rising to 50% of maximum for target performance and 100% of maximum for outstanding performance.
The Committee retains discretion to adjust bonus payments to reflect the overall performance of the Group.
Non-executive directors
Chairman and director fees To provide remuneration that is sufficient to attract and retain high calibre non-executive talent. Director fees are paid in cash, but with the flexibility to forgo all or part of such fees (after deduction of applicable income tax and social taxes) to acquire shares in the Group should the non-executive director so wish. Non-executive director fees are reviewed from time to time.
Non-executive directors receive an annual fee for membership of the Board.
Additional fees are payable for other Board responsibilities taken on by the non-executive directors (for example membership and chairmanship of the Board committees).
The chairman of the Board receives an all-inclusive annual fee.
Expenses incurred in the performance of non-executive duties for the Group may be reimbursed or paid for directly by the Group, including any tax due on the expenses. This may include travel expenses, professional fees incurred in the director's duties and the provision of training and development. In addition, the Group contributes an annual amount towards the secretarial and administrative expenses of non-executive directors.
Non-executive directors may not participate in the Group's share incentive schemes or pension arrangements.
Total fees paid to non-executive directors will remain within the limit stated in the Articles of Association.

The Committee reserves the right to make any remuneration payments and payments for loss of office that are not in line with the policy set out above, where the terms of the payment were agreed before the policy came into effect or at a time when the relevant individual was not a director of the Group and, in the opinion of the Committee, the payment was not in consideration of the individual becoming a director of the Group.

The Committee does not operate “clawback” arrangements on directors’ remuneration on the basis that such arrangements would not be enforceable under the Russian Labour Code. This means that the Group is unable to comply with the new Provision D.11 of the 2014 UK Corporate Governance Code requiring the inclusion of malus and clawback provisions, as noted in Сorporate governance report.

The Committee may make minor amendments to the policy set out above (for regulatory, exchange control, tax or administrative purposes, or to take account of a change in legislation) without obtaining shareholder approval for that amendment.

Performance measures and targets

Annual bonus measures and targets are selected to provide an appropriate balance between incentivising directors to meet financial objectives for the year and achieving key operational objectives. They are reviewed annually by the Committee to ensure that the measures and weightings are in line with the strategic priorities and needs of the business.

Remuneration arrangements throughout the Group

This remuneration approach and philosophy is applied consistently at all levels, up to and including the executive director. This ensures that there is alignment with business strategy throughout the Group. Remuneration arrangements below Board level reflect the seniority of the role and local market practice, and therefore the components and remuneration levels for different employees may differ in parts from the policy set out above.

For instance, in addition to a base salary, a performance-related bonus (KPIs aligned with the Group's strategy) and the provision of benefits, senior managers are also entitled to participate in a long-term incentive programme. This is designed to align interests of these individuals to the delivery of long-term growth in shareholder value. The current CEO already holds a substantial shareholding in the Group and therefore does not participate in this plan.

Policy on recruitment of executive directors

In the event of hiring a new executive director, remuneration would be determined in line with the following policy. This policy has been developed to enable the Group to recruit the best possible candidates who will be able to contribute to EVRAZ performance and will help it reach its goals.

  1. So far as practicable and appropriate, the Committee will seek to structure the pay and benefits of any new executive directors in line with the current remuneration policy.
  2. Notwithstanding this, the Committee recognises that the executive director remuneration policy set out above is tailored towards the only current executive director, the CEO, who has a significant shareholding in the Group. Any new executive director is likely to have a different fact-pattern to the current CEO, and thus the Committee believes that it is important to retain the flexibility to offer other elements, namely market competitive, share-based incentive programmes. These would be linked to the Group's performance and designed to align the executive director's interests to the delivery of growth in shareholder value.
  3. The maximum level of variable remuneration that may be granted at the time of recruitment (excluding any buyouts) will not exceed the on-going policy of more than 200% of base salary, as described in the policy table above. This additional headroom has been capped at a level comparable with maximum award levels seen in conventional long-term incentive plans used in the wider UK listed market.
  4. The Committee's intention would be for any share-based incentive awards to be subject to performance conditions. Where the intention is to grant regular long-term incentive awards to a candidate, the Committee would seek appropriate shareholder approval for a new share plan in accordance with the Listing Rules.
  5. When setting salaries for new hires, the Committee will take into account all relevant factors, including the skills and experience of the individual, the market from which they are recruited and the market rate for the role. For interim positions, a cash supplement may be paid rather than salary (for example a non-executive director taking on an executive function on a short-term basis).
  6. To facilitate recruitment, the Committee may need to compensate for loss of remuneration arrangements on joining the Group. In granting any buyout award, the Committee will take into account relevant factors including any performance conditions attached to the awards forfeited, the form in which they were granted (e.g. cash or shares) and the timeframe of the awards. The Committee will generally seek to structure the buyout on a comparable basis to awards forfeited. The overriding principle is that any buyout award would be at or below the commercial value of remuneration forfeited.
  7. The Committee retains the flexibility to alter the performance measures of the annual bonus for the first year of appointment, if the Committee determines that the circumstances of the recruitment merit such alteration.

Where an executive director is appointed from within the organisation, the normal policy is that any legacy arrangements would be honoured in line with the original terms and conditions. Similarly, if an executive director is appointed following an acquisition of or merger with another company, legacy terms and conditions will be honoured.

On the appointment of a new chairman or non-executive director, their fees will typically be in line with the Policy as set out above. Any specific cash or share arrangements delivered to the chairman or non-executives will not include share options or any other performance-related elements.

Illustration of the application of the remuneration policy

The chart below provides an indication of what could be received by the executive director under the proposed remuneration policy.

Illustration of the application of the remuneration policy
Minimum In line with expectations Maximum
Base pay Base salary + value of annual benefits provided in 2015
Annual bonus 0% of salary 100% of salary (target opportunity) 200% of salary (maximum opportunity)

Executive director’s service contract and loss of office policy

The CEO has a service contract with a subsidiary of EVRAZ plc.

The CEO’s service contract does not provide for any specific notice period and therefore, in the event of termination, the applicable notice period will be as provided for as in the Russian Labour Code from time to time (where the termination is at the Group's initiative, the entitlement to pay in lieu of notice is currently limited to three months' base salary). The Committee may determine that a termination payment of up to 12 months' base salary should be paid, taking into consideration the circumstances of departure. Going forward, all new executive directors' contracts will include a notice period of no more than 12 months, and any compensation provisions for termination without notice will be capped at 12 months' base salary and contractual benefits.

There is no automatic entitlement to annual bonus, and executive directors would not normally receive a bonus in respect of the financial year in which they leave the Group. However, where an executive director leaves due to death, disability, ill health, or other reasons that the Committee may determine, a bonus may be awarded. Any such bonus would normally be subject to performance and time pro-rating, unless the Committee determines otherwise.

The terms of the CEO’s service contract are summarised below:
Executive director Date of contract Notice period (months)
Alexander Frolov 31 December 2014 N/A

Non-executive directors' letters of appointment

Each non-executive director has a letter of appointment setting out the terms and conditions covering his or her appointment. They are required to stand for election at the first AGM following their appointment and, subject to the outcome of the AGM, the appointment is for a further one-year term. Over and above this arrangement, the appointment may be terminated by the director giving three months' notice or in accordance with the Articles of Association. Letters of appointment do not provide for any payments in the event of loss of office.

All directors are subject to annual re-appointment and accordingly each non-executive director will stand for re-election at the AGM on 16 June 2016.

Copies of the directors' letters of appointment or, in the case of the CEO, the service contract, are available for inspection by shareholders at the Group's registered office.

The key terms of the non-executive directors' appointment letters are summarised below:
Non-executive directors Date of contract Notice period
Alexander Abramov 14 October 2011 Three months
Duncan Baxter 14 October 2011 Three months
Karl Gruber 14 October 2011 Three months
Alexander Izosimov 28 February 2012 Three months
Sir Michael Peat 14 October 2011 Three months
Olga Pokrovskaya 14 October 2011 Three months
Deborah Gudgeon 31 March 2015 Three months
Eugene Shvidler 14 October 2011 Three months
Eugene Tenenbaum 14 October 2011 Three months

Consideration of conditions elsewhere in the Group

Management prepares details of all employee pay and conditions, and the Committee considers them on an annual basis. The Committee takes this into account when setting the CEO's remuneration. However, the Committee does not consider any direct comparison measures between the executive director and wider employee pay. The Group does not formally consult with employees on executive director remuneration.

Consideration of shareholder views

When determining executive director remuneration policy, the Committee takes into account investor body guidelines and shareholder views.

Annual Remuneration Report

This section summarises remuneration paid out to directors for the 2015 financial year, and details of how the remuneration policy will be implemented in the following financial year.

Executive director's remuneration

In 2015, the CEO, Alexander Frolov, was entitled to a base salary, a performance-related bonus and provision of benefits. As a member of the Board, he is also entitled to a director's fee (US$150,000) and any applicable fees for participation in the work of the Board committees as laid out in the section below on non-executive director remuneration. However, the Committee considers these fees to be incorporated in his base salary. Alexander Frolov's current shareholding (10.88% of issued share capital as of 15 March 2016) provides alignment with the delivery of long-term growth in shareholder value. As such, the Committee does not consider it necessary for the CEO to participate in any long-term incentive plans or to impose formal shareholding guidelines. However, the Committee will continue to review this on an ongoing basis.

Key elements of the CEO’s remuneration package received in relation to 2015 (compared with the prior year) are set out below.
Alexander Frolov 2015 (US$) 2014 (US$)
Salary and director feesAt the start of 2015, the Remuneration Committee agreed a new exchange rate, which applied to all rouble-denominated salary payments throughout the year. Fluctuations in the exchange rate meant that the total rouble amount paid to the CEO in the year equalled less than US$2,500,000. As such, at the last committee meeting, it was decided that in future situations where the rouble amount paid is below US$2,500,000, a one-off payment would be made to the CEO after the year-end. 2,500,000 1,954,113
Benefits 19,935 14,895
Bonus 666,650 3,839,744
Total 3,186,585 5,808,752

Base salary

The current CEO salary was approved by the Remuneration Committee on 23 May 2008 at US$2,500,000 (which includes, for the avoidance of doubt, the director's fee, fees paid for committee membership and any salary from a EVRAZ plc subsidiary).

For 2016, the CEO’s salary will remain unchanged at US$2,500,000.

Pension and benefits (audited)

The CEO does not participate in any private pension plans. Benefits consist principally of private healthcare and meal allowances.

Annual bonus

The CEO is eligible for a performance-related bonus, subject to the agreement of the Remuneration Committee and approval by the Board of Directors and paid in cash. The bonus is linked to achieving performance conditions based on predetermined targets set by the Board of Directors. The target bonus is 100% of base salary with a maximum potential of 200% of base salary.

Annual bonus for 2015 (audited)

The bonus is linked to the Group's main quantitative financial, operational and strategic measures during the year to ensure alignment with the key aspects of Group performance and strategy. For 2015, the following five indicators, each with an equal weighting of 20%, were taken into account when determining the CEO's annual bonus: LTIFR, EBITDA, Free Cash Flow (adjusted for disposals higher than US$50 million), Cash Cost Index and Board assessment of overall performance against strategic objectives.

The Committee reviews the resulting bonus payout to ensure that the payout is appropriate in light of the Group's overall performance.

The year 2015 was a challenging year for the Group. As the table below shows, EVRAZ's performance was weaker than the targets and KPIs set, resulting in an annual bonus payout of 12.18% of the maximum. Notably, EBITDA was impacted by a steep fall in both the domestic and export markets, particularly in the segments where EVRAZ had the largest share (long products in Russia and the CIS and OCTG and flat products in North America). The ruble devaluation added to this effect, as the actual average exchange rate was lower than budgeted, while the fall in prices was much greater (not fully compensated by devaluation).Both were partly compensated by the management's efforts to drive the efficiency improvement programme towards its goal. Free cash flow, although lower than the target, was comparatively strong, due to significantly lower than budgeted CAPEX (thanks to the optimisation drive and better management of investments) and tighter control over working capital.

The table below sets out details of the targets set for each KPI, the actual achievement in the year and total bonus payout for 2015
KPIs Target 2015 Result measurement Actual 2015 Bonus payout (% of max)
Upper level Planned level (% of target) Lower level
LTIFR 1.44 80% 100% 120% 151% 0%
EBITDAIn 2015, management changed the definition of segment expense and EBITDA to make these indicators more comparable with Russian steel peers. Segment expense and EBITDA have now been adjusted to not include social and social infrastructure maintenance expenses. As a result, the Group restated EBITDA for both financial reporting and management accounts purposes for the years ended 31 December 2014 and 2013. US$2,368m 120% 100% 80% 61% 0%
FCF US$873m US$1,050m US$873m US$700m US$799m 29%
Cash cost index 100% 90% 100% 110% 102% 38%
Board assessment of overall performance against strategic objectives Committee assessment of overall Company performance during the year, including consideration of operational performance, financial performance, shareholder value creation, outcome of key projects and stakeholder relationship management. See comment below 0%
Total 13,33%

Board assessment of overall performance

In 2015 the Group faced continuing challenges and turbulence in the external environment. The Committee assessed overall Group performance and the contribution of the CEO by assessing a wide range of metrics, including:

  • Operational performance.
  • Financial performance.
  • Shareholder value creation.
  • Key projects.
  • Stakeholder relationship management.

Annual bonus for 2016

For 2016, the bonus framework will be in line with 2015. Forward targets are considered by the Board to be commercially sensitive; however, they will generally be disclosed in the subsequent year. In line with previous years, a malus arrangement will apply under which bonus payouts may be adjusted downwards to reflect the overall performance of the Group.

Non-executive directors’ remuneration

Non-executive remuneration payable in respect of 2015 and 2014 is given below (audited information):

Single figure of remuneration (audited)
Non-executive director 2015 US$ thousand 2014 US$ thousand
Total feesTotal fees include annual fees and fees for committee membership or chairmanship (pro rata working days). AdminThe Group contributes an annual amount of US$30 thousand towards secretarial and administrative expenses of Non-executive directors. In addition to the amounts disclosed above, directors' travel and accommodation expenses incurred in the discharge of their duties are reimbursed by the Group. Total Total feesTotal fees include annual fees and fees for committee membership or chairmanship (pro rata working days). AdminThe Group contributes an annual amount of US$30 thousand towards secretarial and administrative expenses of Non-executive directors. In addition to the amounts disclosed above, directors' travel and accommodation expenses incurred in the discharge of their duties are reimbursed by the Group. Total
Alexander Abramov 750 30 780 750 30 780
Alexander Izosimov 212.2 30 242.2 198 30 228
Eugene Shvidler 174 30 204 174 30 204
Eugene Tenenbaum 150 30 180 150 30 180
Karl Gruber 238 30 268 224 30 254
Duncan Baxter 224 30 254 224 30 254
Olga Pokrovskaya 198 30 228 198 30 228
Sir Michael Peat 216.2 30 246.2 224 30 254
Terry RobinsonResigned on 18 June 2015, while remaining a paid adviser to the Board and Audit Committee. Also includes US$41 thousand paid in remuneration for the chairmanship of Raspadskaya Coal, in which EVRAZ has a controlling stake. 190 15 205 376.1 30 406.1
Deborah GudgeonAppointed on 1 May 2015. 154 20 174

A non-executive director's remuneration consists of an annual fee of US$150 thousand and a fee for committee membership (US$24 thousand) or chairmanship (US$100 thousand for chairmanship of the Audit Committee and US$50 thousand for other committees). For reference, the fees payable for the chairmanship of a committee include the membership fee, and any director elected as chairman of more than one committee is generally entitled to receive fees in respect of one chairmanship only. The fee for the chairman of the Board amounts to US$750 thousand from 1 March 2012 (this fee includes, for the avoidance of doubt, directors' fees and fees paid for committee membership).

Fees will remain unchanged for 2016.

As of 31 December 2015, the directors' interests in EVRAZ’ shares were as follows
Directors Number of shares Total holding, ordinary shares, %
Alexander Abramov 306,774,676 21.79%
Alexander Frolov 153,186,953 10.88%
Eugene Shvidler 43,805,030 3.11%

Aggregate directors' remuneration

The aggregate amount of directors' remuneration payable in respect of qualifying services for the year ended 31 December 2015 was US$5,910 thousand (2014: US$8,597 thousand).

Share ownership by the Board of Directors (audited)

As set out earlier in this report, there are no formal minimum shareholding requirements currently in place, reflecting the CEO's current shareholding in EVRAZ.

There have been no changes in the directors’ interests since 31 December 2015 until 14 March 2016. All shares held by Directors are held outright, with no performance or other conditions attached to them, other than those applicable to all shares of the same class. Other Directors do not currently hold any shares in the Company.

All shares held by directors are held outright, with no performance or other conditions attached to them, other than those applicable to all shares of the same class.

Other directors do not currently hold any shares in the Group.

Relative importance of spend on pay

The graph on the right shows the total cost of remuneration paid to all employees in the current and previous years, and financial metrics in US$ millions.

The 34% fall in the US Dollar value of employee pay has been significantly influenced by the Russian rouble devaluation.

Relative perfomance of spend on pay, US$ million
Total cost of remuneration paid in 2011-2015

Performance graph

The graph below shows the Group's performance measured by total shareholder return compared with the performance of the FTSE 350 mining Index since EVRAZ plc's admission to the premium listing segment of the London Stock Exchange on 7 November 2011. The FTSE 350 mining Index has been selected as an appropriate benchmark, as it is a broad-based index of which the Group is a constituent member.

Total shareholder return perfomance
Total shareholder return perfomance

The table below shows as a single figure the CEO’s total remuneration over the past five years, along with a comparison of variable payments as a percentage of the maximum bonus available.

CEO’s total remuneration paid in 2011-2015
CEO single figure of total remuneration, US$ Annual variable element award rates against maximum opportunity
2015 3,186,585 13.33%
2014 5,808,752 77%
2013 4,894,286 50%
2012 2,141,000 0%
2011 1,667,000 11.3%

Percentage change in remuneration

The table below sets out the percentage change in the elements of remuneration for the director undertaking the role of CEO compared with average figures for Russia-based administrative personnel. This group of employees has been selected as an appropriate comparator, as they are based in the same geographic market as the CEO, so are subject to similar external environment/pressures.

Percentage change in the elementsof remuneration for the director undertaking the role of CEO compared with average figures for Russia-based administrative personnel
CEO Russian administrative personneThe Russian rouble remained weak during 2015, which significantly impacted the US$ value of the salaries of people hired locally. For reference, the relevant percentages calculated on a Russian rouble basis would be X%, -X% and -X% for salary, benefits and annual bonus respectively.
Salary 0% –39%
Benefits 34% –41%
Annual bonus –83% –43%

Remuneration Committee

This section gives details of the composition of the Remuneration Committee and activities undertaken over the past year.

Members of the Remuneration Committee

The EVRAZ plc Remuneration Committee was constituted and appointed by the Board on 14 October 2011, and the Committee comprised the following independent non-executive directors during 2015:

  • Duncan Baxter (Committee Chairman);
  • Karl Gruber;
  • Alexander Izosimov

No directors are involved in deciding their own remuneration. The Committee may invite other individuals to attend Committee meetings, in particular the CEO, the head of human resources and external advisers for all or part of any Committee meeting as and when appropriate and necessary.

Role of the Remuneration Committee

The Remuneration Committee is a formal committee of the Board and can operate with a quorum of two Committee members. It is operated according to its Terms of Reference, a copy of which can be found on the Group's website.

The main responsibilities of the Remuneration Committee are:

  1. to set and implement the remuneration policy covering the chairman of the Board, the CEO, the company secretary and other executive directors, and to recommend and monitor the level and structure of remuneration for key senior management;
  2. to take into account all factors that it deems necessary to determine, such as framework or policy, including all relevant legal and regulatory requirements, the provisions and recommendations of the UK Corporate Governance Code and associated guidance;
  3. to review and take into account remuneration trends across the Group when setting the remuneration policy for directors;
  4. to review regularly the appropriateness and relevance of the remuneration policy;
  5. to determine the total individual remuneration package of the chairman of the Board, the company secretary and other executive directors, including pension rights, bonuses, benefits in kind, incentive payments and share options or other share based remuneration within the terms of the agreed policy;
  6. to approve awards for participants where existing share incentive plans are in place;
  7. to review and approve any compensation payable to executive directors and key senior executives in connection with any dismissal, loss of office or termination (whether for misconduct or otherwise) to ensure that such compensation is determined in accordance with the relevant contractual terms and remuneration policy and that such compensation is otherwise fair and not excessive for the Group;
  8. to oversee any major changes in employee benefits structures throughout the Group.

During 2015, the Remuneration Committee met three times. The purpose of the meetings was to consider and make recommendations to the Board in relation to the remuneration packages of the executive director and key senior managers; to approve the annual bonus for the 2014 results; and to approve the 2015 long-term incentive plan (LTIP) awards and the list of participants and changes in the Group's organisational structure.

Advisers

The Committee received advice during the year from Deloitte LLP, which it selected to provide independent remuneration consultancy services to the Group. During the year, Deloitte advised the Committee on developments in the regulatory environment and investor views and on the development and disclosure of the Group's incentive arrangements. The total fee for advice provided to the Committee during the year was GBP6,500. No other services were provided to the Group by the adviser during the financial year.

Deloitte is a founding member of the Remuneration Consultants Group and, as such, voluntarily operates under the code of conduct in relation to executive remuneration consulting in the UK.

Sir Michael Peat, an independent non-executive director of EVRAZ, is also an independent non-executive on the Board of Deloitte LLP. Both the chairman and the Remuneration Committee chairman recognise the need to ensure that there is no conflict of interest arising from the appointment of Deloitte LLP as independent remuneration consultants. The Committee is satisfied that the nature of Sir Michael's role at Deloitte LLP does not give rise to such conflict and that there are appropriate internal controls and segregation of duties in place. Sir Michael did not play a part in the tender and selection process.

The Committee is satisfied that the advice they have received has been objective and independent.

Shareholder considerations

EVRAZ remains committed to ongoing shareholder dialogue and takes an active interest in feedback received from its shareholders and from voting outcomes.

Where there are substantial votes against resolutions in relation to directors’ remuneration, the Group shall seek to understand the reasons for any such vote and will detail any actions in response to these.

The following table sets out actual voting results from the Annual General Meeting, which was held, in respect of the previous Remuneration Report and Remuneration Policy
Number of votes For Against Withheld Total votes as % of issued share capital
To approve the Annual Remuneration Report section of the directors’ Remuneration Report for the year ended 31 December 2014 997,715,786 (98.14%)Percentage of votes cast. 18,920,641 (1.86%) 974,876 67.48%
That the Directors’ Remuneration Policy contained in the Directors’ Remuneration Report for the year ended 31 December 2013 be approved 1,024,608,770 (99.32%) 6,996,299 (0.68%) 10,265,194 68.48%

These results illustrate the strong level of shareholder support for the directors' remuneration framework.