Battle for balance

Robert Dudley is not going to leave the post of president of TNK-BP under pressure from Russian shareholders

TNK-BP President Robert Dudley, who was the first to officially admit the existence of a conflict between the company's Russian and British shareholders , said that he has no plans to resign. “I remain committed to remaining in the leadership of the company and leading it to future success. Throughout the five years that I have been in this position, my role has been to maintain a balance (between the interests of shareholders - Ed. ). I believe that I managed to maintain this balance, and it is very important to continue to do this in the future,” he told reporters on Saturday. As is known, the dismissal of Mr. Dudley is demanded by Russian shareholders, led by Mikhail Fridman's Alfa Group, accusing the current president of acting in the interests of only one of the owners - British BP.

However, the corporate war has already brought the first human “losses”. Jean-Luc Vermeulen, who was delegated to the TNK-BP board of directors by the Alfa/Access/Renova (AAR) consortium as an independent director, wrote a letter to the company notifying him of his resignation. Officially, he explained his action by saying that he was unable to reconcile the shareholders. “Following the conversations I had today with some of my advisors, I have come to the conclusion that I mistakenly believed that I could still help resolve the conflict between TNK-BP shareholders. As a result, I decided to immediately leave the board of directors,” Reuters reports him as saying, citing sources close to TNK-BP. But it cannot be ruled out that in the conditions of tough opposition to the Russian co-owners of the oil company, the presence of an independent director seemed an unacceptable luxury.

Over the weekend, in an interview with the French Le Monde, Russian Prime Minister Vladimir Putin did not deny himself the pleasure of saying that he warned BP about the inevitability of today's problems back in 2003, when the joint venture with TNK shareholders was just being created. “The fact is that several years ago they created a joint venture with a 50/50 distribution of shares,” the head of government outlined his vision of the situation. “When they did this, and I was present at the signing of these documents (being the President of the Russian Federation. - Ed. ), I told them: there is no need to do this, agree among yourselves so that one of you has a controlling stake.” According to Mr. Putin, it does not matter to him who becomes the majority shareholder. “But there needs to be an owner. And when there is no clearly defined authority in such a structure, there will be problems. They told me: no, no, we will agree. I say: come to an agreement. This is the result - they constantly have tensions about who is in charge there. This, in fact, is the main problem. These are commercial disputes within the company,” he concluded.

“Disputes,” meanwhile, have long gone beyond the state of working disagreements between partners and spilled over into the category of a full-fledged corporate war. With lawsuits from newly formed minority shareholders aimed at limiting the number of foreign workers in TNK-BP and the hiring of specialists from BP, with increased attention from law enforcement agencies and mutual accusations in the press. Publicly, the main contradictions are the different approaches of the company's Russian and British shareholders to the strategy of investment within the country and expansion abroad, as well as to the dividend policy. But, characteristically, the disputes escalated into a “fight” immediately after the moratorium on the sale of TNK-BP shares expired on December 31, 2007. That is, there are no legal obstacles left to a new player (presumably state-controlled) entering the authorized capital of the oil company.

The apotheosis was Mr. Dudley's interview, in which he not only admitted the existence of contradictions between the shareholders, but also hinted at the actions of the Russian co-owners that harm the company's activities. After this, AAR put on the agenda of the next meeting of the board of directors of TNK-BP, scheduled for May 29, the issue of the resignation of the company's president. The meeting never took place because BP refused to even discuss the possibility of changing the company's president. “Due to the lack of consensus on the resignation of Mr. Dudley, which was the first item on the agenda, the meeting of the board of directors did not take place,” the Russian shareholders of TNK-BP said in a statement. “Members of the consortium have communicated to BP their position that TNK-BP Chief Executive Officer Robert Dudley should resign because, in the consortium’s view, he is managing the company in the interests of only one shareholder, namely BP.”

The breakdown of the board of directors led to the fact that procedural issues regarding the preparation of the annual meeting of shareholders also remained unexamined. Mr Dudley assured reporters over the weekend that he would do “everything possible to ensure the AGM goes ahead on time”. However, for this it is necessary for the partners to get out of the negotiation stupor. The message on behalf of AAR says that members of the board of directors from the consortium are trying to prevent negative consequences of disagreements over the president “for the production activities and corporate governance of TNK-BP.” “Members of the board of directors signed several resolutions of the board of directors necessary for the operation of the company,” the report notes. The BP representative also says that the dialogue with Russian partners continues in working mode, despite the disruption of the meeting of the board of directors.

Alexey GRIVACHS