Translated material
Theater of one shareholder
Representatives of PPF were not allowed onto the board of directors of Ingosstrakh
Representatives of the Czech PPF group - a minority shareholder of Ingosstrakh - will not sit on the board of directors of the insurer. This decision was made at an extraordinary meeting of the company's shareholders. Thus, the main owner of Ingosstrakh, the Basic Element holding, continues to use every opportunity to prevent PPF from managing the company . The Czech group claims that Basic Element violates Russian law.An extraordinary meeting of Ingosstrakh shareholders, at which it was planned to terminate the powers of the board of directors early and elect a new one, took place on March 3. Its results were announced yesterday. According to official company documents, shareholders decided not to re-elect the board of directors. 961 million 532.346 thousand votes were cast in favor of terminating the powers of the council, and 1 billion 499 million 246.488 thousand votes were cast against. 2.9 million votes did not take part in the voting. Thus, none of the candidates proposed by PPF made it to the board of directors. As is known, the interests of the Czech group are represented by its Ingosstrakh shareholder companies - Investment Initiative, New Capital and Vega.
Previously, the Czech group proposed for three seats on the board its representatives Alexander Sedykh and Natalya Ageeva, President of Home Credit and Finance Bank (owned by PPF) Evgeniy Bernshtam, representative of the Czech Insurance Company Alexander Lopatin, Alexander Tsapin (Vega), as well as Irina Garina, who was previously on the board of directors of Ingosstrakh.
Now the board of directors, as before, is represented by the President of Ingosstrakh, Chairman of the Board of Directors of the company Vyacheslav Shcherbakov, Deputy Chairman of the Board of Directors of the company Olga Zinovyeva, General Director of Ingosstrakh, Chairman of the Board Alexander Grigoriev, as well as Oleg Vikhansky, Svetlana Voropaeva, Boris Fedorov , Sergei Goglenkov, Sergei Protoklitov, Irina Garina. Of these, the last three previously represented the interests of entrepreneur Alexander Mamut, who last year sold his stake (38.6% of shares) to the PPF group.
Now the issue of electing a new board of directors will be decided at the next annual meeting of shareholders in May-June.
PPF is unhappy with the voting results. “If Basic Element respected its business partners, whose share is almost 40%, it would not prevent representatives of minority shareholders from joining the board of directors. Therefore, attempts to find support in the Russian courts in order to protect our rights seem quite logical to us in the current situation,” says official representative of the Czech company Jan Piskáček.
As you know, PPF is now challenging many decisions in court, including the requirements adopted by the previous extraordinary meeting of shareholders for candidates to the company's board of directors - mandatory Russian citizenship and specialized education. The release of the Czech group distributed yesterday cites the opinion of the first deputy head of the Research Center for Private Law under the President of Russia, Professor Alexander Makovsky. Mr. Makovsky believes that the requirement of Russian citizenship is “discriminatory in nature, since it contradicts the extension of national treatment to foreign citizens, a principle enshrined in the Constitution of the Russian Federation and civil legislation. In addition, such a condition, being a restriction of the rights of shareholders not provided for by law, in principle cannot be contained in the internal (local) regulatory act of the company.”
The Czechs were also not happy with another decision of the shareholders' meeting, according to which members of the company's board of directors must now approve new candidates for their successors. This “clause contradicts the federal law “On Joint Stock Companies,” which does not give the company’s board of directors the authority to perform such functions,” PPF said in a statement.
So far, the Czechs are not ready to challenge the decision of the last extraordinary meeting to maintain the current composition of the board of directors, preferring to wait for the annual meeting of shareholders. In addition, PPF must deal with other lawsuits that the group has filed against Basic Element. In particular, yesterday the Moscow Arbitration Court was supposed to consider a claim to invalidate the decisions of the extraordinary meeting of shareholders of October 8, 2007 and the board of directors to increase the authorized capital of Ingosstrakh fourfold - to 10 billion rubles. Yesterday, the court postponed the hearing of this case to March 17 to study the documents. In particular, the plaintiffs were required to prove their ownership of shares in the insurer by presenting to the court a recent extract from the register of shareholders.