The board of directors may terminate the contract with the management company

As Kommersant learned, extraordinary meetings of shareholders will be held at the enterprises of the Perm motor holding in early December - early January. The co-owners of the companies will consider the issue of extending management contracts with CJSC Management Company Perm Engine-Building Complex (MC PMK). Meanwhile, during the contractual campaign, one of the key enterprises of the holding, Perm Motors (PM), may terminate the contract with the management company. According to the minority shareholders of Perm Motors, Management Company PMK wants to get rid of PM, avoiding investigations into the withdrawal of assets from the enterprise. At the end of December 2006, shareholders of OJSC Reduktor-PM will gather for an extraordinary meeting. According to Kommersant's information, there is only one issue on the agenda - about the agreement with the management company Perm Engine-Building Complex. Managing Director of Reductor Nikolai Semikopenko did not predict the decision. But, according to Kommersant sources, the management company will retain control of the enterprise. This situation will most likely be repeated at another key enterprise of the motor complex - OJSC Perm Motor Plant (PMZ). The fact is that Reducer and PMZ are the main shareholders of Management Company PMK, and are also controlled by one structure - CJSC Sales, the co-owners of which are Vneshtorgbank and AFK Sistema. In the third key motor company, Aviadvigatel, the contract extension depends on the position of the Federal Property Management Agency (45.03% of shares). Kommersant was unable to contact the general director of JSC Alexander Inozemtsev yesterday.

Let us remind you that UK PMK CJSC was created at the end of 2003 for the operational management of the enterprises of the engine-building holding. Back in the late 1990s, the former owner of Perm Motors, Interros Holding Company, had the idea to consolidate the holding’s disparate assets and create the Perm Engine Manufacturing Center. The creation of Management Company PMK was the first stage of this project, which was implemented by another owner - the Guta group. The holding's enterprises (except for OJSC Proton-PM) transferred to it the functions of their sole executive bodies (general directors). At the same time, the general designer and general director of Aviadvigatel, Alexander Inozemtsev, was appointed top manager of Management Company PMK for three years.

In the summer of 2005, the assets of Guta were bought by Vneshtorgbank (VTB) and became, through the controlled JSC Sales, a shareholder of PMZ (71.6%), Reduktor (80%), Proton-PM (8.9%) and a number of others specialized companies. And in August of this year, AFK Sistema bought a controlling stake in Sales from VTB. The first step of the new owners was the resignation of the general director of Management Company PMK, Alexander Inozemtsev, with whom the contract was not renewed (he eventually headed Aviadvigatel as managing director). Now shareholders of Perm motor companies are conducting a campaign to extend contractual relations with Management Company PMK.

According to Kommersant's information, most likely, the contract with Management Company PMK, the shareholders of Perm Motors (managed real estate and security of the entire motor site), will not be renewed. Moreover, for this purpose the co-owners of the company will not even convene a meeting of shareholders. According to Kommersant, a meeting of the PM Board of Directors is scheduled for November 30, at which its members can refuse the services of the PMK Management Company. According to one version, convening a meeting for the main shareholder PM turned out to be unprofitable. The fact is that the majority shareholder of Perm Motors is the Perm Motor Plant (37.3%). But PMZ also owns 25% of the management company. Thus, according to the law on joint-stock companies, PMZ is an interested party and cannot take part in the meeting of shareholders. Therefore, the decision regarding the management company will be made by other PM shareholders, among whom, according to Kommersant’s information, there is no unity. Today, among the 37 thousand shareholders of Perm Motors, the largest are: Rosimushchestvo (14.25%), FSUE GKNPTs named after M.V. Khrunichev" (5.2%), OJSC "Gazprom" (2.88%). Thus, according to Kommersant’s source at Proton, the Khrunichev Center may act against the PMK Management Company.

Chairman of the Board of Directors of PM Yuri Reshetnikov confirmed to Kommersant that the company may refuse the services of Management Company PMK. “There may be such a solution. This is not excluded,” said Mr. Reshetnikov. True, it will be possible to explain something after the decision, he believes. “This is due to the expiration of the contract with PMK Management Company,” Yuri Reshetnikov simply explained. Other board members and top managers of the holding declined to comment on this matter.

Meanwhile, PM minority shareholders have their own explanation for these plans. Let us remember that it was they who contacted many departments with a demand to investigate the withdrawal of assets from the PM in 2004. Now, according to them, the Federal Property Management Agency can initiate inspections. Minority shareholder of Perm Motors Vladimir Dityatev believes that the departure of PMK Management Company from the company is an attempt to evade responsibility for concealing information from minority shareholders and for removing assets from the company’s balance sheet. Vladimir Dityatev also believes that PM’s board of directors may terminate the contract with PMK Management Company ahead of schedule. In his opinion, in this case, possible checks based on shareholder statements will have nothing to do with the management company.

“There are problems of corporate governance and headaches associated with accusations of the withdrawal of property,” agrees Kommersant’s source in the Management Company of PMK. Another Kommersant interlocutor from the management of PMZ confirmed that tomorrow, most likely, a pleasant decision will be made - to let PM go “freely” (in this case, the current managing director Nikolai Ivkin will become the general director). True, he has a different explanation for this. “Most likely, they don’t want to spend several million rubles on holding an extraordinary meeting of shareholders. And when the next annual meeting takes place, next summer, we will bring them back again,” says Kommersant’s source.
Anastasia Kostina

Kommersant (Perm) No. 223 dated November 29, 2006

"Perm Motors" go into free sailing