"Interros" MMC took the horns

Alexander Voloshin, who had just headed back to the March board of directors "Norilsk Nickel", lost his seat chair, a new head of the council to everyone's surprise, except perhaps "Interros", became a deputy general director of holding Andrey Bugrov. Surprise of Voloshin Voloshin, who even before the announcement of the meeting not long spoke to reporters, again drew attention to "jump" in the quorum, which, since the start of the meeting has changed to 93.54% from 83.55%. "Actually, it looks as criminal history," – he said, noting that it is very similar to the situation with last year's annual meeting, when the "Rusal" (which owns a blocking stake MMC) was unable to hold a council as many candidates as expected, and he Voloshin Council did not hit. According to the former head of Kremlin administration, influence the quorum could pack a depository bank BoNY, registered at the meeting. After the announcement of the assembly and composition of the board, which has become a new member of an independent director Enos Banda (who takes the place of President Andrew Klishas MMC, wishing to study political career), all directors retired at the first meeting. Before leaving, Voloshin advised journalists not "worry" and wait for the "surprises". As it turned out after the board meeting, this surprise was that the new chairman of the council was not Voloshin, a protege of "Interros" Bugrov. His candidacy suggested that an independent director, Brad Mills, according to whom in a situation of conflict between the shareholders would have been nice if the largest shareholder (the "Interros" owns about 30% of the "Norilsk Nickel") took on more responsibility. Mounds also said that he hoped to return to dialogue between the shareholders in the boardroom, and not to make it every time in the media. He added that while the version with a new offer to any of the owners of MMC in order to resolve the conflict between them is not worth it. In the "Rusal" said it was satisfied with the composition of the board of directors elected, but believes that its chairman in a situation of corporate conflict is to be elected Russian independent director, not representing either party. In addition, the aluminum company, after consultation may consider electing a new head of the council. Second on pure enthusiasm, not least an unexpected outcome of the meeting was that the shareholders voted against the adoption of a program of compensation and remuneration of independent board members. Previously, support of institutional shareholders on voting at shareholder meetings (Institutional Shareholder Services Proxy Advisory Services – ISS) has traditionally recommended that the minority shareholders to vote "against" on the issue, arguing that the level of computer ensatsy of "Norilsk Nickel" is too generous. Meanwhile, as the director for strategy and development OK "Rusal" Maxim Juice, Aluminum Company vote "FOR" the adoption of stock option program and approval of fees. According to Sokova, the level of interest correspond to the amount of work that falls on the shoulders of independent directors in such companies as "Norilsk Nickel". Independent directors Mills and gang after a meeting with a smile, said that for them is an honor to be elected to the board of directors "Norilsk Nickel", and that they are ready for some time to work without pay. As explained by the representative of "Norilsk Nickel", the matter is the responsibility of meeting of shareholders, and in theory for its solution would be to convene an extraordinary meeting of the correspondence. Misty outcome analysts say "Uralsib" Dmitry Smolin, then, that the board of directors headed by Bugrov, in the "Rusal" could be interpreted as a sign of open opposition on the part of Vladimir Potanin's holding company. "This is bad in terms of corporate governance. In addition, it becomes obvious that nothing good shareholder conflict is over, and its solution should be government intervention "- said Smolin. According to the analyst Marat Gabitov UniCredit, the election for the post of chairman of the board of directors "Norilsk Nickel" representative "Interros" instead of Voloshin's "more was quite unpredictable and not quite right." "The head of the board of directors of a company such as" Norilsk Nickel ", must still perform an independent representative," – said Gabitov, adding that it is likely to appoint Bugrova can serve as a harbinger of a new offer to repurchase shares of MMC "Rusal". As the analyst said, "Metropol" Sergey Phylchenkov, the decision on the new board chairman of MMC is unlikely to cause changes in quotations of the company and he was not a revelation to the market. "There were many opinions on this subject, but in principle it is clear that, despite the position of" Rusal "and" Metalloinvest "Voloshin may well leave his post", – said Phylchenkov.