Rus News Journal

Metal notes

will be included Alexander Voloshin into new board of directors of the company, will dare tomorrow.

the annual meeting of shareholders « on June, 21st will take place; Norilsk nickel ». The main owners of the company « Rusal » Oleg Deripaska and « Interros » Vladimir Potanin was already prepared by candidate lists in board of directors. 25 persons will apply for 13 places. From future meeting it is possible to expect hot news. Owners of papers GMK will gather not for the first time – for last year there were some extraordinary convocations and everyone poured out in a new coil of the conflict between « Rusalom » and « Interros ». But all has begun just at last year`s annual meeting. Then, we will remind, into new board of directors has entered three representatives « Rusala » instead of four as the aluminium giant counted, and the main thing – in new advice there was no place to the chairman of the council former – to Alexander Voloshin.  

As a result Voloshin even has refused to sign the meeting report. Instead he has written the letter to the secretary of meeting Oleg Surikovu and general director GMK Vladimir Strzhalkovsky where has specified in infringements in meeting carrying out.

Only after the Federal Agency of the financial markets has explained that change of quorum is not considered infringement, Voloshin all - taki has signed it.

And after some months board of directors « Nornikelja » has been again re-elected, and Alexander Stalevich has headed it. According to a source in « Rusale » Voloshin is offered by the company and in new board of directors, together with Deripaska and more several representatives of management.

Money and independence

Advice will be re-elected again and than it will end – while it is not clear. However, the certain symptoms specifying, as this meeting will not pass smoothly, are available.

In - the first,   among shareholders replenishment – the new shareholder   Trafigura for certain will want to have the representative in Advice.

In - the second, shortly before annual meeting, the Support service of institutional shareholders (ISS) makes the recommendations to shareholders of the public companies how to vote on those or other questions of the agenda. Recommendations to execution are unessential, but shareholders, especially minority,   listen to opinion ISS. First of all ISS estimates, how much independent candidates for board of directors correspond to the status. From present 25 candidates for advice « Norilsk nickel » it estimates as independent only six persons. To vote thus it is recommended only for a two from them — Bredforda Millsa and Enosa the Gang. That Alexander Voloshin in this list is not present, does not surprise, as its nominee over and over again puts forward « Rusal » such position does not look made up.

Besides, ISS confuse rates of commission to the head of board of directors. As the newspaper « wrote; Sheets » « compensation of the chairman of board of directors above the market and is considerable above, than at other independent directors, marks ISS – the company decision to pay such compensations the adviser names « irrational » » also recommends minoritarijam to vote against the statement of compensations and optsionnogo the plan for directors ».   Under the data resulted in article, the independent chairman of board of directors receives 2,5 million dollars of base compensation and 3 million – the award, and also optsionnyj the plan for 208 thousand actions.

Such level of indemnification is comparable to management compensation « Nornikelja » and it in addition calls in question neangazhirovannost chapters of advice.                                     Other stones

But independence of directors not a unique question which can call shareholders the next splash in discontent the friend the friend. One more subject of disputes - the size of due dividends. This year profit GMK is expected at level of $5 mlrd that by the way, speaks not only about good market conditions of the prices for metals (and it is that), but also about quality of work of the command of managers. That which throughout all year so resolutely criticised representatives « Rusala ».

As it is known, about dividendnyh payments at   the aluminium shareholder there is an accurate position – they should be as much as possible, without dependence from the sizes of net profit. Last year it   even insisted on payment of $3 mlrd – the sums bolshej, than all net profit « Nornikelja » for 2009. But the majority of shareholders has decided to be limited to payment $1,325 billion   Most likely   This year minority shareholders « Nornikelja » will be on the same positions.

Shareholders can make decision not to pay at all dividends as it is already spent buyback. Such possibility has been sounded in the end of the last year. Or other variant of succession of events - dividends can appear below last year`s, because a policy « Nornikelja » assumes to direct on payments of an order 20 - 25 % of net profit.

Board of directors   in frameworks dividendnoj politicians recommended to pay dividends from calculation of 180 roubles on the action that is generous enough step taking into account the spent repayment of actions. However, all the same will solve meeting.