Translated material
It is recommended not to rush
Members of the board of directors of Norilsk Nickel do not want to be re-elected at an extraordinary meeting of shareholders
MMC Norilsk Nickel, following the results of yesterday's meeting of the board of directors, announced the list of candidates for the new board. Interros President Vladimir Potanin and Onexim Group President Mikhail Prokhorov, who have been in the process of a conflictual division of assets for a year now, are the largest shareholders of MMC: Mr. Potanin controls 25.3% of Norilsk Nickel shares, Mr. Prokhorov -- 28.2% of the shares, through the joint fund “KM Invest” businessmen each own 4% of the shares. As you know, Onexim convened a meeting of Norilsk Nickel shareholders for April 8 due to the fact that by that time it plans to sell its blocking stake in MMC to RUSAL. As RUSAL representative Vera Kurochkina told Vremya Novostey yesterday, the deal is scheduled to be completed at the end of March.There are 21 candidates vying for nine seats on the board of directors of Norilsk Nickel. Among them are three representatives of RUSAL - its co-owners Oleg Deripaska and Viktor Vekselberg, as well as general director Alexander Bulygin. True, the current board of directors of MMC did not consider it necessary to resign in April and yesterday recommended shareholders to vote against early re-election, because in less than three months at the annual meeting of shareholders this management body will be re-elected anyway.
The board of directors of MMC from Interros includes General Director Anatoly Klishas, Managing Director Andrey Bugrov and Deputy General Director Kirill Parinov, as well as Deputy General Director of Norilsk Nickel Ralph Morgan and General Director of Norilsk Nickel Denis Morozov. Onexim nominated its top managers Mikhail Prokhorov, Dmitry Razumov, Elena Bulavskaya, Ekaterina Salnikova, Mikhail Sosnovsky and Sergei Stefanovich. Shareholders nominated five candidates for the place of independent directors, including current directors Guy de Sellier, Kirill Ugolnikov and Vladimir Dolgikh, as well as Michael Levit, head of the board of directors of the American Alternative Asset Management Acquisition Corporation (Forbes magazine estimated his fortune at $14.8 billion ).
However, if the shareholders nevertheless decide to terminate the powers of the board of directors of Norilsk Nickel, then the current composition recommended that they not elect new members, but vote for the existing ones.
In addition to these recommendations, Norilsk Nickel directors yesterday suggested that shareholders not support changes to the company’s charter, as they believe that they “will cause an unreasonable restriction on the ability of management and the board of directors to function normally and may destabilize the company’s operating activities.” “The Board of Directors believes that the current charter of the company complies with the best Russian and international standards of corporate governance and allows Norilsk Nickel management to effectively exercise operational control over the company’s activities and focus the attention of the board of directors on issues of strategic importance,” the company said in a statement.
By the way, the board of directors of another asset Messrs. Potanin and Prokhorov - Polyus Gold, where an extraordinary meeting of shareholders is scheduled to be held on April 7 - recently, at the insistence of representatives of the head of Interros, recommended that the owners of their shares make the charter similar to the main document of Norilsk Nickel, so that key decisions are made not by the top - management, and the board of directors.