| The Supervisory Board recommends that shareholders allocate about 2.2 billion rubles for dividends The Supervisory Board of Sberbank yesterday approved recommendations to the meeting of shareholders on the amount of dividends for 2002. As expected, they will amount to 7% of the bank's net profit. In addition, the council submitted for approval to the shareholders' meeting two draft amendments to the bank's charter, initiated by the board and minority shareholders. According to the independent director of Sberbank, Vadim Kleiner from Hermitage Capital Management Limited (HCML), some of the amendments proposed by management infringe on the interests of minority shareholders.
According to the official statement of Sberbank, the supervisory board recommended that the annual meeting of shareholders (scheduled for June 27) approve dividends for 2002 in the amount of 218% of the par value for ordinary shares and 232% for preferred shares. Thus, more than 2.187 billion rubles will be available to shareholders. -- by 1.1 billion rubles. more than last year. So far, the efforts of the bank's independent directors have been enough to increase the share of dividends in net profit from 6% to 7%.
HCML director of corporate research Vadim Kleiner, one of two representatives of minority shareholders on the Sberbank board, told Vremya Novostei newspaper: “We would like dividends paid to reach 20% of net profit.” Another independent director on the bank's board, Boris Fedorov, was unavailable for comment yesterday, but at the beginning of the year he told news agencies that Sberbank could allow 20-25% of profits to be used to pay shareholders. “I understand that this level cannot be achieved at once,” adds Kleiner, “but we will strive for it and convince the main shareholder (Central Bank - Ed. ).”
At the same time, investment analysts are in no hurry to agree with minority shareholders. According to the vice-president of Renaissance Capital, Richard Hainsworth, Sberbank is pursuing an adequate policy of profit capitalization. “In recent years, the passive part of Sberbank’s balance sheet has grown very quickly due to the growth of private deposits,” the expert notes, “thus, the management’s desire to ensure the growth of equity capital corresponds to the normal development of a commercial bank.”
In addition, as Mr. Kleiner reported, the supervisory board submitted for discussion to shareholders changes to the bank's charter, one part of which was submitted by HCML (the company proposes to transfer a number of norms of the code of corporate conduct to the charter, strengthening the role of the supervisory board), and the other - the board of Sberbank. In April, bank president Andrei Kazmin told reporters that management was preparing amendments to the charter, noting that they were of a technical nature and related to the need to “bring the charter into compliance with the new law “On Joint Stock Companies.” However, HCML now claims that some of these changes are not being made in the interests of minority shareholders.
The amendments, according to Mr. Kleiner, concern the procedure for conducting an additional issue of shares in the amount of less than 25% of the authorized capital. “According to the charter, for the issue of shares (in such a volume. - Ed. ) the unanimous approval of the supervisory board is necessary,” he explained, “but in the case when this approval is not available, it remains unclear: whether the issue is considered rejected, or whether it can be decide in some other way." According to the amendments, the decision to conduct an additional share issue is submitted to the general meeting of shareholders, where a simple majority of votes is sufficient for its adoption. “This makes it possible to circumvent the position of minority shareholders,” Kleiner said.
It was not possible to obtain comments on this issue from Sberbank yesterday. And a lawyer for one of the large commercial banks told the Vremya Novostey newspaper that the amendments that do not suit HCML do not violate the rights of minority shareholders. “In the new edition of the Law “On Joint-Stock Companies,” their rights are protected by establishing the preemptive right of shareholders to purchase placed shares in proportion to their share in the company,” says the expert. “That is, it will not be possible to dilute the shareholder’s share under any decision.” Yuri VERETENNIKOV |
|
