| The current management of the company is going to present candidates to the YUKOS board of directors. Yukos could not find anyone willing to serve on its board of directors, which is due for re-election on June 23. Yesterday the company released a statement signed by the holding's chairman of the board, Stephen Theede, and the head of the current board of directors, Viktor Gerashchenko. They report that they intend to exercise their right to independently nominate candidates to the council. According to the law, any shareholder owning more than 2% of the company's shares has the right to nominate candidates to the board, and such proposals must have been received by the company no later than April 22, 2005. Group MENATEP controls about 70% of YUKOS, another 10% belongs to Sibneft, and the remaining shares are owned by minority shareholders. However, Group MENATEP, which is the largest owner of the holding, announced that it would not nominate candidates. “No proposals were received from other Yukos shareholders,” the statement notes.
According to the YUKOS charter, in the event that no proposals are received for candidates to the board of directors, the current board has the right to independently nominate candidates. So the board and management “believe it is their responsibility to exercise this right by making a concerted effort to present a list of high-quality candidates to the shareholders meeting on June 23.” It is still unknown who is included in this list; it was not possible to obtain comments from Mr. Gerashchenko yesterday.
The current council consists of 11 people. At the same time, back in December, three council members - Sarah Carey, Rai Gupta and Jacques Kossiusko - submitted their resignations. Then the company's managers and shareholders complained that they could not find anyone willing to work at Yukos.
However, the council and management “certainly hope that the company’s shareholders will agree with the candidates nominated (by management - Ed. ) and vote for their election.” As the company notes, “there is a possibility (this has happened before) that one or more Yukos shareholders may take actions that will prevent the general meeting from taking place.” The holding expects that “such irresponsible actions will not take place, given the great importance of the meeting for the future of the company.” As you know, back in December YUKOS was going to hold a meeting of shareholders, where it was supposed to consider the issue of self-liquidation. However, Nimegan Trading Limited, affiliated with Sibneft, filed a lawsuit to ban the meeting, and as a result it did not take place. Yesterday, Sibneft refused to say whether it would participate in the shareholders meeting or insist on its cancellation.
According to the YUKOS charter, the number of members of the board of directors cannot be less than nine people. However, Yuri Borisenko, partner at the Vegas Lex law firm, notes that by decision of the shareholders meeting, changes can be made to the charter, in particular regarding the size of the board. Notification of a general meeting must be made no later than 20 days in advance. If the agenda contains the issue of reorganization - 30 days in advance, and if the issue of electing a board of directors - 50 days in advance. Thus, on May 3, the company had to send out voting ballots containing information about the agenda with a list of candidates. Apparently, this did not happen, and now the results of the meeting may be challenged in court or the meeting may be canceled altogether. However, YUKOS hopes that this will not happen. Denis REBROV |
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