| Gazprom recruited candidates for independent directors The Gazprom Board of Directors yesterday approved a list of candidates for the new composition of this body, a record number of names. There are 11 government proteges vying for 11 seats, 9 people were nominated by Gazprom, and 6 more were proposed by minority shareholders. The main surprise of the list is the presence in it of four candidates from Gazprom management, who could potentially fill the niche of independent directors. These are representatives of Dresdner Kleinwort Wasserstein Matthias Warnig and Bob Foresman, head of the Russian Union of Industrialists and Entrepreneurs Alexander Shokhin and governor of the Yamalo-Nenets Autonomous Okrug Yuri Neelov. However, with the liberalization of the concern’s share market and, as a consequence, a change in the composition of minority shareholders, the ability of Gazprom’s management and the state to form a convenient board of directors is significantly devalued. However, despite all the wealth of choice, investors essentially do not have it. Or the traditional composition of “minority” contenders, starting with Boris Fedorov, who publicly promised not to be nominated again for the board, and ending with his eternal rivals Vadim Kleiner from Hermitage Capital Management. Or an “independent” director nominated by Gazprom management. In this group, the most preferable are the chances of Mr. Shokhin, who has a positive reputation in the investment community and would be quite comfortable with the state as the majority shareholder and guardian of the gas monopolist.
The head of the Russian Union of Industrialists and Entrepreneurs told Vremya Novostei that he received the offer to run for the board of directors as an independent candidate personally from the chairman of the board, Alexei Miller. According to him, it is not related to his work (on a voluntary basis) in the investment company Renaissance Capital. “If elected, I intend to introduce high standards of corporate governance in the company,” Mr. Shokhin emphasized. The rest of Gazprom's nominees for the role of independent director look unconvincing. Mr. Warnig is due to become chief executive officer of Gazprom's Swiss subsidiary in the spring for the construction of the offshore section of the North European Gas Pipeline. This means that it cannot be considered independent. Gg. Foresman and Neelov can hardly count on the support of minority shareholders, who, as a result of liberalization of the stock market, can significantly change the balance of voting. One of the candidates for members of the Gazprom board of directors, director of the Vostok Nafta investment fund Sergei Glazer, told Vremya Novostey that by the time the register of shareholders is closed (May 12), the profile of the concern’s minority shareholders may change significantly. According to him, much will become clear by the end of April.
But theoretically, foreign shareholders who transfer their Gazprom shares from “gray schemes” to direct ownership will be ready to participate more actively in the shareholders’ meeting. Based on the number of shares on the market and the traditional turnout at the meeting, in a successful scenario, investors can appoint three representatives to the board at once. Much will also depend on the desire of Gazprom’s management to list on stock exchanges and include the concern’s shares in the A1 quotation list. In this case, the board of directors must have three independent directors.
Nominated from the state to the board of directors of Gazprom are First Deputy Prime Minister Dmitry Medvedev, Chairman of the Board of the Company Alexey Miller, Minister of Industry and Energy Viktor Khristenko, Minister of Economic Development German Gref, Farit Gazizullin and Special Representative of the President of the Russian Federation for International Energy Cooperation Igor Yusufov (all current council members). For the “extras,” the government proposed candidates for Deputy Head of the Ministry of Economic Development and Trade Kirill Androsov, Deputy Head of the Federal Property Management Agency Yuri Medvedev, Head of Rosenergo Sergei Oganesyan and Head of the Federal Tariff Service Sergei Novikov. Gazprom delegated five top managers to the list: deputy chairman of the board Alexander Ananenkov and Mikhail Sereda, head of the tariff department Elena Karpel (part of the board), as well as Sibneft president Alexander Ryazanov and chairman of the board of Gazprombank Andrey Akimov. The German concern E.ON Ruhrgas, which controls 6.5% of Gazprom shares, nominated its leader Burkhard Bergmann, also a current member of the board of directors. And UFG, on behalf of its clients, proposed its representatives Charles Ryan and Ilya Sherbovich. Alexey GRIVACH, Vera SITNINA |
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