CASTELLANO CATALÁN EUSKERA
5.5 NIVEL 1: Iniciación a la Actividad Profesional .1 Datos Básicos del Nivel 1
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Overview Corporate Governance Remuneration Report Additional Information
Strategic Report ARMC Report Financials
a member of the permanent delegation of the Ukrainian Parliament in the Parliamentary Assembly of the European Council and a member of the Ukrainian faction of the Committee for Parliamentary Cooperation between Ukraine and the European Union.
At present, Mr Zhevago is the controlling shareholder of Ferrexpo Plc, and was appointed as its Chief Executive Officer on 1 November 2008. He has previously served as chairman of the management board and deputy chairman of the supervisory board of CJSC Commercial Bank Finance and Credit (‘Bank F&C’). Between 1993 and 1996, he was financial director of F&C Group of companies. Mr Zhevago graduated from the Kyiv State Economic University in 1996, specialising in international economics.
(Ukrainian, 7 January 1974)
(8) Bessel Kok
Senior Independent Director
Bessel Kok was appointed as a Director with effect from 8 April 2011 and re-appointed by shareholders at the 2013 annual general meeting. From 11 September 2007, Mr Kok had served as a director of NWR NV, but resigned in 2011 following the reincorporation of NWR NV in the UK. From 2005 to 2010, he served as chairman of the Ukrainian mobile operator LIFE. From 1995 to 2004, he was vice-chairman and chief operating officer of Český Telecom (now Telefónica/02) in the Czech Republic. During that time he also served as chairman of the board of directors of Eurotel. Mr Kok was President of Belgacom Mr Bakala graduated from the University
of California, Berkeley USA, in 1986 with a degree (with honours) in Economics, and obtained a Master of Business Administration degree from the Amos Tuck School of Business Administration, Dartmouth College, in 1989.
(Czech and USA citizenship, 7 February 1961)
(5) Peter Kadas
Vice-Chairman and Non-Independent Non-Executive Director
Peter Kadas was appointed as a Director with effect from 8 April 2011. Since 15 September 2011 he has also been Vice-Chairman of the Board. He was re-appointed by the shareholders at the 2013 annual general meeting. Mr Kadas previously served as a director of NWR NV, and resigned in 2011 following the reincorporation of NWR NV in the UK. He served as vice-chairman of the board of directors of OKD from 2006 to 2007. He has also served as director of BXR Real Estate Investments B.V. and RPG Property B.V. since 2006 and 2008 respectively. Mr Kadas is a Senior Advisor of BXR Partners LLP, an affiliate of BXR Group. From 2001 until 2010 he was a director of Bakala Crossroads Partners Ltd, also a BXR Group affiliate. Between 1997 and 2001 he was a managing director of Croesus Central Europe and from 1996 to 1997 he worked as a managing director for MC Securities in London. In 1995 he co-founded Renaissance Capital, Russia’s first private investment bank. In 1990 he was a Director of Credit Suisse First Boston in Budapest. Mr Kadas also served
from 1989 until the end of 1994 and oversaw its privatisation. In 1973, Mr Kok was a member of the team establishing SWIFT (Society for Worldwide Interbank Financial Telecommunication) in Belgium and became its president and CEO in 1981, positions that he held until 1989. Mr Kok graduated in 1963 from the Municipal University of Amsterdam with a degree in Economic Sciences.
(Belgian, 13 December 1941)
on numerous corporate boards in the region, including CSFB, the management committee of Renaissance Capital, and vice-chairman of the board of directors of České radiokomunikace, a.s.
Mr Kadas graduated in 1986 from Trinity College, University of Toronto with a Bachelor of Arts degree in Economics and Politics. In 1990 he obtained a Master of Business Administration degree from Dartmouth College.
(Canadian, 27 February 1962)
(6) Pavel Telička
Non-Independent Non-Executive Director
Pavel Telička was appointed as a Director with effect from 8 April 2011.
He was re-appointed by the annual general meeting of shareholders in 2013.
Since 11 September 2007, Mr Telička had served as a director of NWR NV, but resigned in 2011 following the UK redomiciliation of NWR NV. In 2004, Mr Telička co-founded BXL Consulting Ltd, a consultancy on European Union and related affairs, where he served as director and was in charge of its Brussels office until the end of 2013. Before that, also in 2004, he was nominated and held the position of member of the European Commission co-responsible for the portfolio of health, food safety and consumer protection. Between 1991 and 2004, Mr Telička worked at the Czechoslovak and then Czech Republic Ministry of Foreign Affairs, and occupied various positions during this time including ambassador and head of the Permanent Representation of the Czech Republic to the EU in Brussels, Secretary of State for
European Affairs and First Deputy Minister of Foreign Affairs (during which time he was chief negotiator for the accession of the Czech Republic to the EU).
Mr Telička has also been a senior advisor to the European Policy Centre since 2005 and for a number of years a member of the Administrative Council of the Notre Europe Foundation, established by Jacques Delors. In July 2005, he was appointed European coordinator for one of the priority projects within TEN-T for the railway network Rail Baltica. Mr Telička has been a member of the High Level Group on Administrative Burden Reduction in the EU, which is an advisory body to the European Commission. He chairs the board of the International Foundation Healthy Choices.
Mr Telička graduated from the Faculty of Law at the Charles University in Prague in 1986.
(Czech, 24 August 1965)
(7) Kostyantin Zhevago
Former Non-Independent Non-Executive Director
Kostyantin Zhevago served as a Director from 8 April 2011 until 24 February 2014 when he resigned. From 28 April 2009, Mr Zhevago had served as a director of NWR NV, but resigned in 2011 following the reincorporation of NWR NV in the UK. He has been a member of the Ukrainian Parliament since 1998. He is currently a member of the Parliamentary Committee on Law Policy and chairman of the Parliamentary Group for
Inter-Parliamentary Relations with Japan. Since 2002 until 2012, Mr Zhevago was (4) Zdeněk Bakala
Vice-Chairman and Non-Independent Non-Executive Director
Zdeněk Bakala was appointed as a Director with effect from 8 April 2011. In 2013 he was re-appointed by the annual general meeting of shareholders. Since 15 September 2011 he has also served as Vice-Chairman of the Board. Mr Bakala had served as a director of NWR NV since 2006, but resigned in 2011 following the reincorporation of NWR NV in the UK. He served as a member of the supervisory board of OKD from 2008 to 2010. He has served as a director of BXR Real Estate Investments (formerly RPG Real Estate B.V.) since October 2006, as a director of RPG Property B.V. since December 2008 and as chairman of the supervisory board of BXR Partners, a.s. (formerly RPG Advisors, a.s.) since September 2005. In 2008, Mr Bakala acquired a majority shareholding in Economia, a.s., a leading Czech publishing house, and serves as chairman of the board. Mr Bakala was a member of the supervisory board of the Prague Stock Exchange from 2005 to 2010. In 1994, he founded Patria Finance, the Czech Republic’s first independent full-service investment bank, which was acquired by KBC, a Belgian banking group, in 2001.
Between 1990 and 1994, Mr Bakala was head of the Czechoslovakia desk at Credit Suisse First Boston (CSFB) and was responsible for establishing a branch office of CSFB in Prague in 1991. Prior to that, he worked in the Corporate Finance department of Drexel Burnham Lambert (New York) from 1989 to 1990.
BOARD OF DIRECTORS
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Overview Corporate Governance Remuneration Report Additional InformationStrategic Report ARMC Report Financials
Overview Corporate Governance Remuneration Report Additional Information
Strategic Report ARMC Report Financials
(10) Steven Schuit
Independent Non-Executive Director
Steven Schuit was appointed as a Director with effect from 8 April 2011. In 2013 he was re-appointed by the general meeting of shareholders. Since 20 November 2007, Mr Schuit has served as a director of NWR NV where he currently holds the position of non-executive chairman. He is also a part-time professor of Corporate Governance and Responsibility at Nyenrode Business University.
He also holds the position of chairman of Stichting Giving Back and of The Law Firm School. He is a legal counsel to Allen & Overy LLP in its Amsterdam office, having served as partner to this firm and its predecessor firm between 1976 and 2005. Mr Schuit has previously been a member of the supervisory board of Numico NV from 2002 to 2006 and of several other companies.
Mr Schuit graduated in 1969 from Groningen University with a degree in Law and was admitted to the bar in the Netherlands in 1971.
(Dutch, 9 October 1942)
(11) Paul Everard
Independent Non-Executive Director
Paul Everard was appointed as a Director with effect from 8 April 2011.
He was re-appointed at the general meeting of shareholders in 2013. Since 20 November 2007, Mr Everard has served as a director of NWR NV and he continues to hold this position. He is an honorary member of the International Aluminum Institute. Between 2001 and 2005, Mr Everard served as deputy president of aluminium for BHP Billiton. From 1994 until 2001, up to Billiton’s merger with BHP, he was executive director of Billiton Aluminium responsible variously for strategy, business development, and operations outside South Africa. He joined Billiton in 1974, becoming executive director responsible for aluminium in 1983. Subsequently, in 1986 he assumed responsibility, as director, for all business performance, strategic planning, research, health, safety and environment and public affairs for the Billiton group.
He began his career with Shell Group in 1963, mainly working in oil marketing in East Africa until his transfer to Billiton. Mr Everard graduated in 1962 from Cambridge University, with an MA in Mechanical Sciences. He completed the Advanced Management Program at Harvard Business School in 1979.
(British, 6 May 1940)
(12) Barry Rourke
Independent Non-Executive Director
Barry Rourke was appointed as a Director with effect from 8 April 2011. He was re-appointed at the general meeting of shareholders in 2013. Since 20 November 2007, Mr Rourke has served as a director of NWR NV and continues to hold this position. He served as an audit partner at PricewaterhouseCoopers from 1984 until 2001. Mr Rourke is currently an independent non-executive director of Avocet Mining Plc and TransFin-M OJSC. He is also the chairman of the audit committee for each of these companies and a member of the remuneration committee for Avocet Mining Plc and OJSC RusRailLeasing. He is an independent member of the audit committee for the Department for Energy and Climate Change and a member of the Coal Liabilities Strategy board for that department.
Mr Rourke is a Fellow of the Institute of Chartered Accountants in England and Wales, having qualified as a Chartered Accountant in 1973.
(British, 19 August 1950)
(9) Dr Alyson Warhurst
Independent Non-Executive Director
Dr Alyson Warhurst was appointed as a Director on 26 April 2013. She is CEO and founder of risk analytics and mapping company Maplecroft, which is a leading source of extra-financial risk intelligence. She enjoyed a successful academic career at the Universities of Sussex, Bath and Warwick where she was appointed Professor and Chair of Strategy and International Development, received several prestigious awards and sat on the University Council. In 2010, she retired and became an Honorary Professor at Warwick Business School. Dr Warhurst is a regular advisor to the World Economic Forum and has also been a longstanding member of its faculty. She is on the Board of Trustees at Transparency International UK.
Dr Warhurst comes from an academic background where she gained extensive expertise in the area of corporate responsibility and global risks, including political and societal risks, sustainability and corporate reputation. She graduated in 1979 from the University of Bristol with a BSc in Geology. She also holds an MSc in Science, Technology and Industrialisation and a PhD from the University of Sussex. She has worked extensively in China, Africa and North & South America and has considerable expertise in the extractives and logistics industries, including advising global corporations in these sectors at board level.
Dr Warhurst holds no directorship in any other publicly quoted company.
(British, 17 April, 1958)
BOARD OF DIRECTORS
Following his retirement as CEO of OKD and Executive Director of the Company as at 31 December 2013, Klaus-Dieter Beck continued to serve on the Board as a Non-Independent Non-Executive Director. He resigned as at 31 March 2013.
Dr Alyson Warhurst was appointed as an Independent Non-Executive Director on 26 April 2013.
Ján Fabián joined the Board as Executive Director with effect from 1 January 2013. From the same date, he became the CEO and the chairman of the board of OKD. He resigned from both positions with effect from 31 December 2013. Mr Fabián led OKD through one of the most difficult years in OKD’s history. Among OKD’s achievements under his leadership are successful cost containment, continued improvement in safety performance, centralisation of mine management, and the signing of a new collective agreement with OKD’s trade unions for the next five years. Having served with NWR (and prior to the reincorporation in the UK with NWR NV) since 28 April 2009, Kostyantin Zhevago, Non-Independent Non-Executive Director, resigned from the Board on 24 February 2014.
Changes to the Board
of Directors in 2013
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(13) Hans-Jörg Rudloff
Independent Non-Executive Director
Hans-Jörg Rudloff was appointed as a Director with effect from 8 April 2011, and re-appointed by shareholders at the 2013 annual general meeting. Since 11 September 2007, Mr Rudloff has served as a director of NWR NV and he continues to hold this position. Since 1998, he has served as chairman of Barclays Investment Bank. Prior to that, he was chairman of MC-BBL Eastern Europe between 1995 and 1998. Mr Rudloff was chairman and CEO of Credit Suisse First Boston Ltd from 1989 to 1993, and member of the executive board of Credit Suisse Zurich. Between 1968 and 1980, Mr Rudloff served at Kidder Peabody International, where he became chairman in 1978. In 1980, he was also nominated to the board of Kidder Peabody Inc. New York. Mr Rudloff was vice chairman of Rosneft until June 2013. Mr Rudloff also served as chairman of the International Capital Market Association from 2005 until May 2011. He was vice chairman, member of the audit committee and head of the compensation committee of Novartis from 1996 until 2011. He was also chairman of BlueBay Asset Management Ltd from 2001 to 2010. He has also been and remains a board member of Thyssen Bornemisza Group since 1995, ABD Capital SA since 2003, on the advisory board of Landeskreditbank Baden-Wurttemberg since 1993. Mr Rudloff is chairman of the Marcuard Group, a privately held asset management group of companies. Mr Rudloff graduated from the University of Berne cum laude in 1965 with a degree in Economics.
(German, 11 October 1940)
New World Resources New World Resources
and Accounts 2013 and Accounts 2013
Annual Report Annual Report
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Overview Corporate Governance Remuneration Report Additional InformationStrategic Report ARMC Report Financials
Overview Corporate Governance Remuneration Report Additional Information
Strategic Report ARMC Report Financials
The Corporate Governance Policy of NWR is based primarily on the UK Corporate