Date
Author
Алексей ГРИВАЧ; Вера СИТНИНА; Наталья РОМАНОВА
Source
Preserved copy
Translated material
Independent in assortment
Gazprom approved the list of candidates for the board of directors
The Gazprom Board of Directors yesterday approved a list of 19 candidates for the new composition of this body. The elections will be held on June 29 at the annual meeting of shareholders of the concern. This time, all the intrigue was concentrated in the area of nominating candidates for the only place of independent director, and materials with the list were distributed to board members immediately before the meeting.In total, there are 11 seats on the board of directors of the gas monopoly. First Deputy Prime Minister Dmitry Medvedev, Minister of Industry and Energy Viktor Khristenko, Minister of Economic Development German Gref, Special Representative of the Russian President for International Energy Cooperation Igor Yusufov, ex-Minister of Property Relations Farit Gazizullin and the head of Gazprom Alexey Miller represent the state. The deputy chairmen of the concern's board, Alexander Ananenkov and Mikhail Sereda, as well as the head of the tariff policy department, Elena Karpel, were delegated by management. The remaining two chairs have been occupied by the head of E.ON Ruhrgas Burkhard Bergmann and Boris Fedorov for many years.
To nominate a candidate to the board of directors, you must own a 2 percent stake. It was expected that in connection with the liberalization of the Gazprom share market, serious contenders may appear from foreign investors owning a total of 12-15% of the shares in the form of ADR. However, only the director of the Vostok Nafta fund, Sergei Glazer, who ran last year, was nominated in this way. But this time the board of directors of Gazprom did not even include his candidacy in the final list, citing formal violations. Thus, shareholders who want to cast their votes for an independent candidate will have to choose from six candidates selected by the management of the gas monopolist. These are the current member of the board of directors of Gazprom Boris Fedorov, the head of the Russian Union of Industrialists and Entrepreneurs Alexander Shokhin, the deputy chairman of the board of Renaissance Capital Bob Foresman and three completely new candidates - the president of the Moscow Interbank Currency Exchange Alexander Potemkin, the head of the St. Petersburg stock exchange Viktor Nikolaev and the scientific director Higher School of Economics Evgeniy Yasin.
Gazprom does not particularly hide the fact that the extensive list of potential independent directors is the concern’s initiative. And Mr. Glazer’s removal from the race is explained by the fact that the proposals of the shareholders who nominated this candidate do not meet the requirements of paragraphs 1, 3 and 4 of Article 53 of the Federal Law “On Joint Stock Companies.” “In particular, it has not been properly confirmed that the shareholders collectively own at least 2% of the company’s voting shares,” the company’s press service reported.
As Mr. Glazer himself told Vremya Novostey, he was nominated by a group of ADR owners, whose share in Gazprom’s authorized capital is about 2.02%. The register of non-resident shareholders is maintained by the Bank of New York, which, for obvious reasons (the liberalization of the Gazprom share market occurred only a year ago), for the first time carried out the procedure for nominating a candidate to the company’s board. And neither BONY nor the concern itself has clear rules for submitting an extract from the register. Moreover, the register holder had to obtain the consent of the issuer, that is, Gazprom, to nominate one candidate or another from the ADR owners.
Sergei Glazer claims that all the necessary documents were submitted clearly and on time (January 30), although he does not exclude the possibility of occasional inaccuracies in the documents. He refused to discuss further actions, noting that “as a major investor in Gazprom, Vostok Nafta constantly checks and tests the investment object.” “Our latest test brought such a disappointing result,” he stated.
A source close to Gazprom believes that the Kremlin, where the final selection of both candidates and members of the board of directors of the country’s main company is carried out, decided not to take risks. After all, there are no guarantees that a real representative of foreign shareholders will behave “as it should.” Even despite the fact that Mr. Glaser had a good relationship with the head of the concern, Alexey Miller, who regularly met with the management of Vostok Nafta.
Gg. Gazprom nominated Shokhin, Foresman and Fedorov last time. Moreover, according to rumors, a year ago the former co-owner of UFG Boris Fedorov, who has been sitting on the board for six years, was added to the list retroactively, when the deadline for submitting applications had formally expired. Gazprom was surprised to discover that Mr. Fedorov was not on the list of candidates from UFG (then the investment bank was a large nominal holder of shares purchased under gray schemes), and they added him according to their quota.
The idea of attracting Messrs. to the council. Potemkin and Nikolaev are clear - the main trading in the concern's shares is carried out on the exchanges they head. As Vremya Novostey was told on the MICEX, Alexander Potemkin agreed to nominate his candidacy for the board of directors of Gazprom. The management of the gas company asked him about this. Mr. Nikolaev told Interfax the same thing. According to Evgeny Yasin, he does not know on whose initiative he was nominated to the board of directors of the concern. He agreed through an assistant who was contacted by the mysterious initiator. “I am greedy for interesting work,” Mr. Yasin explained to Vremya Novostei his readiness to accept the invitation. Mr. Yasin has experience of “interesting work” in monopolies: as is known, as the Minister of Economy of Russia, he headed the board of directors of RAO UES and was at the “front line” of the operation to change the leadership of the energy monopoly.
Otherwise, the list of candidates both from the state (all current council members plus several second-tier officials) and from management is a copy of last year’s. The German concern E.ON, which owns 6.5% of Gazprom shares, traditionally nominated Burkhard Bergmann, Chairman of the Board of E.ON Ruhrgas.