Directors on Demand

Philip Lader and Nigel Kenny will manage RUSAL impartially

RUSAL acquired independent directors. The five shareholder representatives already serving on the board (including company owner Oleg Deripaska) were joined by former US Ambassador to the UK Philip Lader and Saber Capital International Worldwide Inc partner Nigel Kenny.

The appointments occurred almost immediately following the change of chairman of the company's board of directors, who last week became the former head of WMC, and now the chief manager of energy and metallurgical projects of Basic Element, Andrew Michelmore. RUSAL promised to appoint independent directors at the very beginning of this year, in accordance with the recommendations of the IFC and the EBRD, which were going to provide a loan to RUSAL and SUAL for the implementation of the Komi-Aluminium project. It was assumed that independent directors would appear in the company only by June next year. However, they have already been appointed, and most likely this is due to preparations for the company’s merger with SUAL and Glencore’s alumina assets.

According to Vera Kurochkina, director of RUSAL's media relations department, “the candidates were chosen very carefully,” several candidates were considered. The choice was made in favor of Messrs. Lader and Kenny, because they had “the best combination of experience in international business structures and corporate governance practices in the world's largest companies.” At RUSAL, new directors will head the newly created committees on corporate governance and audit. “While these structures are only being formed, which director will lead which direction will be determined in the process of working on their creation,” explains Ms. Kurochkina. At the same time, the work of the new committees will be designed taking into account the developed and approved development strategy of RUSAL to increase the production of alumina, primary aluminum, and electricity generation. The appearance of independent directors will not make changes to the company's strategy, however, “the fresh view of independent experts, their experience and knowledge will contribute to the speedy and most effective achievement of the company’s strategic goals,” says Ms. Kurochkina.

It is assumed that Messrs. Lader and Kenny, as independent members, will also join the board of directors of the merged company Russian Aluminum, the creation of which is planned to be completed by April next year. However, “it is premature to talk about their role in the merged company until the transaction is completed and the board of directors of the new company is formed,” Ms. Kurochkina warns.

It is expected that the third of the remaining mandates of an independent director in the merged company will go to the current president of SUAL, ex-BHP Billiton manager Brian Gilbertson, who is also tipped for the post of chairman of the board of directors of the merged company.

Anna LANDER