
The four largest Russian investment companies - Rosneft, Transneft, Surgutneftegaz and TGK -2 were unhappy with the government bill that forces them to share information about themselves with the minority and members of the board of directors.
According to Vedomosti , they stated their objections in a letter to the curator of the fuel and energy system in the government, Deputy Prime Minister Igor Sichin.
All four companies conflict with their minority shareholders. “Rosneft” and “Transneft” are suing the Ministry of Education Alexei Navalny , not wanting to provide him with protocols of directors and other documents.
“Surgutneftegaz” to Navalny provided protocols, but without applications to which the Ministry of Education also had the right. In TGK-2, the conflict between the main shareholder (synthesis group) and large minoritarians, including Prosperity Capital, Deutsche Bank AG and Clearstream Banking. The minoritytaria is not even able to spend representatives to the Board of Directors.
The innovations proposed by the government will undermine the competitiveness of the Russian AOs and reduce the investment attractiveness of the economy, the authors of the complaint warn Sechin. For example, companies will be required to disclose information about the "daughters" to all shareholders, and not just owners of at least 25% of the shares, as it is now.
The companies are dissatisfied and the proposal to expand the access of shareholders to commercial secrets - this violates the "constitutionally significant balance of interests of shareholders and companies."
Most of all companies protest against equal rights to information for shareholders and members of the board of directors. In the comments to the bill there are links to foreign experience: developed corporate legislation (USA, Germany, England) does not know examples of identifying the rights of shareholders and directors to information.
The analytics of Standard & Poor's Oleg Shvyrkov is surprising this argument, because in international practice the members of the board of directors generally have no restrictions on access to information, including confidential ones.
In 2010, the independent director of Aeroflot, Sergei Aleksashenko, was also able to receive information about the provision of financial support for the aircraft industry, but only after the threats to put the issue of dismissal of the CEO of the company for discussion of the Council.
Representatives of UC Rusal in the Council of Directors of the Nickel Company could not achieve access to the information about the “daughters” of Norilsk Nickel. Therefore, UC Rusal supports a new bill.
Recall that the Ministry of Economic Development in May introduced a bill on the rights of a shareholder to the government to information a list of documents that the owner of the share has the right to demand from the company.
The bill provides for amendments to the Law "On Joint -Stock Companies", including amendments to Art. 91 On the provision of information to shareholders. According to them, the shareholder has the right to access not only the minutes of meetings of the board of directors and nabsy, but also to the texts of joint -stock agreements, all economic agreements of the JSC, the conclusions of the audit commissions, notifications on the conclusion of joint -stock agreements and other information (in total 21 points). All documents must be provided within seven days.
According to the project, shareholders with at least 25% of the voting shares of the company can also access to current documents. A commercial secret for society will not be able to be an excuse for society - in this case, the shareholder will be obliged to leave a receipt on the preservation of commercial secrets.