Yandex. Everything will bend

The largest IT company hid from direct absorption by the state, but not from political censorship

On Monday, the Board of Directors of Yandex approved changes in the structure of the company's management. A year ago, a special restructuring committee was created in Yandex, which included, among others, the former head of the presidential administration (AP) Alexander Voloshin. Various scenarios of “soft nationalization” were considered, from the full departure of the company from foreign exchanges to a merger with Russian partners. But in the end, the parties found a more elegant solution. The New Gazeta discussed with experts who will now control Yandex and whether the battle for the main company of Runet is completed can be considered.

"Platinum" action

Yandex will create a new structural unit - the fund of public interests in the offshore zone in Kaliningrad. The fund will coordinate the consolidation transactions of 10% of the company's shares in one hand, the transfer of significant intellectual property and personal data of users.

In addition, he will put forward two of the twelve directors to the board of directors of the IT company. From the fund to the board of directors of Yandex, they plan to appoint vice -rector of the RANEPAS, director of the Higher School of Public Administration Alexei Komissarov and the general director of VTB Capital, Alexei Yakovitsky.

According to the chief analyst RAEK Karen Ghazaryan, a change in the management structure is designed to reduce the interest of the state in foreign capital in Yandex. At the same time, the expert believes,

There will be no serious changes in the work of Yandex, and in the end there will not be so many influence.

-Compared to the current structure in which the Golden Promotion belongs to Sberbank, some serious additional restrictions are not imposed on the company. The main change is a decrease in the threshold of transactions that require the approval of the board of directors, [from 25% to 10%]. The fund will not be able to intervene in the operational activities of the company.

In addition, Arkady Volozh pledged not to sell 95% of his shares over the next two years. The company plans to create a family trust where Volozh will transfer the control package of their shares. Such operations are needed in order to make the process of transferring the management of the controlled - for example, after the death of the owner, Ghazaryan says.

Restructuring can be called an attempt to find a compromise between the interests of the minoritarians, large shareholders and the state, says Timur Nigmatullin's investment manager of the Open Broker company. Minority shareholders will receive a decrease in the volatility of shares, majority - the opportunity to freely dispose of their shares, and the state gives the veto on important political issues. This is the second version of the Golden Promotion, the expert concludes.

VTB instead of Sberbank

For the past ten years, Sberbank was a strategic partner of Yandex. In 2009, the Bank was transferred to the “Golden Promotion” of the Internet company, which gives the veto transactions to change the owner. The conclusion of such a deal was a kind of guarantee that the company would not go to foreigners. The action was transferred on the eve of the IPO. Around the same time, Voloshin entered the board of directors.

Cooperation did not end there. In 2012, Sberbank bought three quarters of the share in Yandex.Money capital, and in the spring of 2018, together with Yandex, he created a joint company in the Belu online online retail market. In the fall of 2018, the media reported that Sberbank was negotiating a large package of Yandex shares-up to 30% of capital.

Now Sberbank must give a “golden action” to the fund of public interests.

The appearance in the Council of Directors of the Human from VTB may mean that we are talking about changing a strategic partner.

However, experts offer not to rush with such conclusions. VTB Capital is an investment structure, Yandex has not yet had any joint projects with the bank itself.

- Until now, Sberbank has been a certain guarantor of compliance with state interests in the case of large transactions. Apparently, he can no longer speak. It is interesting that now with the place of Voloshin in the Council of Directors of Yandex, which, in fact, all these years played the role of the observer from the state. I think, by whether he will remain in the Council of Directors or not, it will be possible to understand what changes have actually occurred, ”Ghazaryan sums up.

Universities and National Security

The founders of the Fund of Public interests will include the general director of the group Arkady Volozh, the general director of Yandex in Russia Elena Bunina, as well as the managing director of the group Tigran Khudaverdyan. In addition, teachers of five universities in the country were invited to the fund: Moscow State University, Higher School of Economics, IFTI, St. Petersburg State University and ITMO.

- For Western corporations, the case is widespread when the major shareholders of the companies are enduum (private funds of educational institutions). Many technological companies have left the universities, so they had the opportunity to buy promotions and patents. True, we have no such practice. So

This is rather an external copying of the norm, which is understandable to the American commission on securities and foreign investors,

- explains Ghazaryan.

According to the “new” vice -rector of the RANEPA, Alexei Komissarov, the Yandex Board of Directors suggested nominating his candidacy.

- I met with colleagues. [Their proposal] seemed very interesting to me, and I agreed with great joy. Now it’s too early to talk about tasks and active work, because the decision should be approved by the shareholders only a month later, ”said the vice -rector of the RANEPA.

Special directors will play the main role in two committees, which form on the Council of Directors of Yandex NV one of them - the Committee of Public interest, which will deal with national security issues. It is assumed that both special directors, as well as Arkady Volozh, will include it. Without a unanimous decision of the Committee participants, the board of directors of the Dutch company will not be able to approve issues subordinate to it. At the same time, as experts say, the committee will still not have a large -scale influence on the company's activities.

- Structural changes occur taking into account American and Dutch legislation. Therefore, more authority than the share law of these two countries implies, the committees are unlikely to belong. At the same time, the protection of shareholders in these two countries is stronger than in Russia, ”concludes Ghazaryan.

Under the wing of the administration

Over the past year, Yandex was regularly attacked by the Russian authorities. One of the instruments of pressure on the company was the bill Anton Gorelkin on the restriction of foreign capital in Internet companies. The last discussion of the bill in the State Duma caused a violent reaction - during the day the company shares fell by 20%. Against such a background, the company's decision to create a fund seems to be a really reasonable compromise, experts agree. In addition, it is the state of Gorelkin’s bill that will be decisive in relation to foreign investors, adds charative.

Already a few hours after the publication of the decision of the Board of Directors of Yandex, Anton Gorelkin recalled his bill (or rather took it for revision). However, some experts are sure that there is still a threat to the company.

- I do not think that this is the final decision, because we see that in 2014 the law “On Foreign Media” was adopted. Gene is already released from a bottle. Gorelkin can recall the bill, but informationally significant resources are still equal to the media, ”says Eldar Murtazin, leading analyst Mobile Research Group.

According to him, a change in the structure for Yandex is an attempt to delay the inevitable and show its loyalty to the state. The head of the company Arkady Volozh confirmed that the changes in the corporate structure were agreed with the Kremlin, although the press secretary of the President Dmitry Peskov denied this information.

- All the media instruments possessed by Yandex are already censored with the consent of the company. This is a voluntary restriction. The fact that from the authorities was proposed as a compromise, from the part of Yandex was perceived as a task that they began to zealously fulfill. A beautiful story is being put under this now about the fact that no censorship exists, "this is how our algorithms work." But this explanation works only for the layman, ”says Murtazin.