Against everyone

Shareholders of Polyus Gold retained the same board of directors and refused to change the charter

At an extraordinary meeting of Polyus Gold shareholders, the company's owners voted against the election of a new board of directors and refrained from amending the charter. The meeting was initiated by Interros, whose head Vladimir Potanin is believed to be a blocking shareholder of the gold mining company. As stated in the Polyus message, the proposal to amend the charter did not receive the necessary support of 75% of shareholders present at the meeting (the quorum was 72%) - only 58% voted for it. According to a Vremya Novostey source familiar with the results of the meeting, it was blocked by the Onexim group of Mikhail Prokhorov (also considered a blocking shareholder), which abstained from voting. On the issue of early termination of powers of members of the current board of directors, the overwhelming majority of shareholders (96.19%) voted against.

“The voting results indicate high confidence on the part of shareholders in the current board of directors of Polyus and support for the development strategy being implemented by the company,” said the gold miner’s CEO Evgeny Ivanov, whose words are quoted in the message. -- I am pleased to note that both the company's largest shareholders and institutional investors supported the current composition of the board of directors. I would especially like to emphasize the extremely important role that minority shareholders played in making today’s decisions.”

According to official information, the main shareholders of the company are Messrs. Potanin and Prokhorov each own 22% of Polyus shares and another 3.7% is controlled by businessmen through their joint fund KM Invest. However, according to unofficial information, they each own 30%. The board of directors consists of nine people, it includes Mr. Prokhorov, Onexim employee Ekaterina Salnikova, Deputy General Director of Interros Sergei Batekhin, former head of Polyus, and now Interros employee Pavel Skitovich, Deputy Chairman of the Board of Interros Kirill Parinov, General Director of Polyus Evgeny Ivanov and Chairman of the Committee for Supporting Entrepreneurship in the Field of Precious Metals and Precious Stones of the Chamber of Commerce and Industry Valery Rudakov. The independent directors are the head of the Union of Gold Miners Valery Braiko and the founding partner of The Policy Partnership Limited Lord Patrick Gillford.

As is known, Mr. Potanin’s Interros previously insisted on the re-election of the board of directors and amendments to the charter that would limit the sole powers of the general director. After all, the top management of the gold miner, due to the complex ownership structure (the main assets in relation to Polyus Gold are grandchildren and great-grandchildren), now has the right to almost single-handedly withdraw assets. This situation ceased to suit Mr. Potanin after more than a year ago he decided to divide the joint business with his former partner, Mr. Prokhorov.

However, yesterday Interros changed its position. A source familiar with the situation told Vremya Novostey that “the company’s general director, Mr. Ivanov, promised minority shareholders not to withdraw exploration assets from the company, and also to take measures to improve corporate governance.” However, if he does not fulfill his promises, then minority shareholders may act “more aggressively” at the annual meeting. True, as the source explained, this will only concern the change of the board of directors, because the issue of changes to the charter will not be raised at the annual meeting of Polyus shareholders.

A lot can change before the annual meeting: by April 30, the united company RUSAL promises to complete the deal to purchase 25% and one share of Norilsk Nickel from Mr. Prokhorov. True, information began to appear more and more often on the market that this deal was on the verge of failure. RUSAL did not comment on the situation yesterday.

Irina TSYRULEVA