| Sberbank survived the consequences of administrative reform The annual meeting of Sberbank shareholders, held on Friday, presented a number of surprises, the main one of which was the composition of the new supervisory board. For the first time, the Ministry of Finance and the Russian government as a whole lost a seat on the council. In addition, the most active director, representative of the Hermitage Capital Management fund Vadim Kleiner, who harshly criticized Sber management for high costs and low lending rates, was not included in the supervisory board. Last year, the bank sued Mr. Kleiner to protect his business reputation, but failed to win the case in a series of lawsuits. Nevertheless, the shareholders did not vote for him, electing as independent directors the co-owner of the FG Boris Fedorov, the chairman of the board of directors of the Association for the Protection of Investor Rights (API) Sergei Generalov and the former head of the economic department of the presidential administration Anton Danilov-Danilyan.
The annual meeting of shareholders of the country's largest bank had a standard agenda (approval of financial statements, auditor for the current year, etc.), but, as usual, it was tense. Sberbank President Andrey Kazmin told shareholders about the financial results of last year, and then responded to the claims of minority shareholders. They, as the banker made it clear, should no longer count on an increase in the share of dividends in Sberbank’s net profit (now it is 8%), since investors already receive a higher return than Sber depositors on deposits in foreign currency. In addition, some shareholders again raised the topic of splitting the bank's shares and increasing their availability for private investors (now, with a par value of 50 rubles, the market price of the bank's shares exceeds $400 on the RTS exchange and 11 thousand rubles on the MICEX). Management was also adamant on this issue, saying that at least until the next annual shareholders meeting, a change in the par value of the shares will not be considered.
The most acute intrigue was the election of the supervisory board of Sberbank. This year, the bank's minority shareholders nominated five candidates to the board. In addition to Kleiner, Generalov and Fedorov, the list of minority shareholders included member of the board of directors of FG Charles Ryan and managing director of the United Financial Group (UFG) Ilya Shcherbovich (only Vadim Kleiner and Boris Fedorov worked in the previous composition of the Sberbank board). The FG traditionally nominates these candidates, but this time it could count on increasing its representation in Sberbank: several months ago, the company, together with Deutsche Bank, issued global depositary receipts for Sber shares for foreign investors, significantly expanding this market. Of course, Mr. Kleiner also counted on support. However, the results of the shareholder vote did not live up to expectations, although the number of independent directors of Sberbank increased due to the entry of Anton Danilov-Danilyan into the board. He was delegated to the council while still working on Staraya Square, but after the reform of the presidential administration, he resigned from his post and in the official materials of the meeting was already listed as the chief analyst of Oboronprom OJSC. Recently, as you know, he became chairman of the board of the Gubernsky bank.
The administrative reform, which changed the status of Mr. Danilov-Danilyan, also dramatically affected the composition of the members of the supervisory board of Sberbank. After the transfer of Alexey Ulyukaev from the post of First Deputy Minister of Finance to the Bank of Russia, Bella Zlatkis from the post of Deputy Minister of Finance to Sberbank, and Deputy Head of the Ministry of Economic Development and Trade Arkady Dvorkovich to the Presidential Administration, not a single government official remained on the Sberbank board, but the representation of the Central Bank and management increased. If previously, out of 17 council members, seven represented the Bank of Russia, four represented the government, four management and two minority shareholders, now this ratio looks like this: eight representatives of the Central Bank, five representatives of Sberbank, three minority shareholders and one official of the presidential administration.
The head of the Central Bank, Sergei Ignatiev, newly elected chairman of the supervisory board of Sberbank, told reporters that after the reshuffle in the financial bloc, “it was impossible to make a replacement (candidates of officials - Ed. ), and the government did not come up with such initiatives.” He did not explain the reason for the absence of such initiatives, although it is not entirely clear. The Ministry of Finance, it would seem, should be interested in maintaining seats on the board of Sberbank, since the state bank is one of the most active players in the domestic government debt market (the structure of which the Ministry of Finance is responsible for).
Another surprise at the shareholders' meeting was that for the second year in a row, Sberbank did not have time to prepare international reporting for the shareholders' meeting. Andrey Kazmin explained the reason for the delay by saying that the auditor had not completed all the necessary procedures for approving the financial statements under IFRS. He refused to predict results according to international standards, as Sber managers did last year.
The supervisory board included the Chairman of the Central Bank Sergei Ignatiev, the head of the expert department of the Presidential Administration of the Russian Federation Arkady Dvorkovich, the first deputy chairmen of the Central Bank Tatyana Paramonova and Alexey Ulyukaev, the deputy chairmen of the Bank of Russia Georgy Luntovsky and Viktor Melnikov, the director of the consolidated economic department of the Central Bank Nadezhda Ivanova, the chief auditor of the Central Bank Valery Tkachenko, Head of MSTU Central Bank Konstantin Shor, President of Sberbank Andrey Kazmin, First Deputy Chairman of Sberbank Alla Aleshkina, Deputy Chairman of Sberbank Bella Zlatkis, Andrey Manoilo and Alexander Solovyov, Chairman of the Board of Directors of the Association for the Protection of Investor Rights and Chairman of the Board of Directors of Industrial Investors LLC Sergey Generalov, Doctor of Economics Sciences Boris Fedorov and Anton Danilov-Danilyan.
"A number of large investors have lost confidence in the bank"
Vadim KLEINER, director of corporate research at Hermitage Capital Management, answers questions from the Vremya Novostey newspaper.
-- At the last annual meeting of shareholders, you received more than 7% of the votes of Sberbank shareholders. Why didn't you get on the council at all this time?
— Firstly, this year we decided to focus on the elections to the board of directors of Gazprom. In addition, a number of large investors who supported us lost confidence in the bank and significantly reduced their presence in its capital. I think that I managed to achieve some success as a member of the supervisory board. When I joined the board, the directors paid very little attention to Sberbank’s activities, financial results and management. Today the situation is changing, however, in my opinion, bank management is still very far from perfect.
-- How do you assess the new composition of the supervisory board?
- It would be interesting to see whether there are those in it who will be able to ask pointed questions to the management of the bank, and without this, in my opinion, it is impossible to effectively discuss ways of its further development.
— While working at Sberbank, you created a precedent when a company files a lawsuit against its independent director, accusing him of discrediting management. What are the results of this confrontation?
-- An attempt to silence me through the court led to exactly the opposite result, since the questions I raised about the bank’s performance were repeatedly raised in the press, which forced the bank’s management to take steps to improve the situation. Yuri VERETENNIKOV |
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