Rus News Journal

Charges from outside Rusala not only are groundless, they are illogical

In the end of June new war between the largest shareholders GMK " has begun; Norilsk nickel - Rusalom Oleg Deripaska and Interros Vladimir Potanin, each of which supervises hardly more than 25 % of actions GMK. Following the results of meeting of shareholders representation Rusala in company board of directors it was reduced from four to three persons. Besides, in council has not passed nominated Rusalom as the independent director Alexander Voloshin who headed before board of directors. Management has increased representation from one to three persons. Interros has kept four representatives. Three more places, as well as in former council, have got to the independent directors, one of which, nominated Interros The first vice-president VTB Vasily Titov, has headed new board of directors. Rusal boycotted council session, has accused management Nornikelja in frauds at voting, and Interros - in desire completely to supervise GMK. The General director Nornikelja VLADIMIR STRZHALKOVSKY in interview has declared that voting was fair, and has called Rusal to adhere to decency rules .
- In February in interview you, answering a question on mutual relations of your largest shareholders, Oleg Deripaska and Vladimir Potanin, spoke: you search for a conflict situation? It here will not be . Has passed all some months - and new war has inflamed. And Rusal considers that company management participates in it on the party Interros . What has occurred in this time?

- all shareholders do not have identical views and plans. Plans and actions of each of them are caused by that situation which develops at it personally and in the company belonging to it. Certainly, management is interested, that shareholders were always full, happy, kind and without debt problems. But in life so develops not always. That position in which there were some shareholders, anyhow pushes them to those or other actions. And it, in turn, can enter into the contradiction with interests of other shareholders. A root in it. Other elements are an accompanying background. When there are different views, any click, any nod a head is perceived as a dirty trick.

- it is obvious, you mean Rusal ? In what there were disagreements?

- Me, as to the general director Nornikelja it is incorrect to argue on mutual relations of shareholders. It seems to me, about it it is better to ask them. I can tell only that we (management. - ) we consider interests of all shareholders. For this purpose there is a board of directors and meeting of shareholders where the most important decisions are made. There opinions of all shareholders which can be different are expressed. And it is normal, in my opinion.

- discussion of the size of dividends for 2009 became the first visible display of disagreements. Rusal insisted on payment of 115 % of profit of the company, and management Nornikelja has acted categorically against. As a result the decision on payment of 50 % of profit was accepted...

- I have acted with such offer, and it was accepted.

- But earlier the company declared that dividendnaja policy GMK provides payment only 20 - 25 % of net profit.

- The matter is that 2008 the company has finished at a loss and that dividends were not paid. In 2009 we have got profit, and has been decided to pay the raised dividends.

- Interros has declared that Rusal wants to replace independent directors Nornikelja because those oppose to association Rusala and Nornikelja . This theme, like closed by Oleg Deripaska and Vladimir Potanin`s joint-stock agreement in the end of 2008, again costs on the agenda? Whether it became true the conflict reason?

- an association Theme Rusala and Nornikelja now it is not discussed. If someone it is would be desirable also by it has told about the desire to any journalist, it does not mean yet that the association theme again costs in the agenda. With the same success he could tell about it to the grandmother. I would not want, that our board of directors turned to a market. It will not be. It is necessary to discuss politely, structurally such themes, instead of to transform them into market squabbles. In spite of the fact that at some shareholders such desire is. Personally I am not going to pass to shout and squeal.

- at meeting of shareholders Nornikelja taken place on June, 28th, the record appearance - 92 % has been fixed. How it was possible to achieve such result?

- 80,8 % of actions have taken part In voting by a question of elections in board of directors, 92 % there was an appearance. When the complex shareholder (depozitary comes. - ), it should be registered all voices. But it votes only those actions on which it has commissions of owners.

- why then in the meeting beginning the quorum of 75,7 % has been declared?

- That the meeting of shareholders was considered opened, presence more than 50 % of shareholders is necessary. Speaking differently, the quorum appears to open meeting or that it not to open. And already counting of votes is conducted after meeting closing because everyone can vote before its termination. It is established by the law, and limit shareholders in this right can nobody. And so, at the moment of the meeting beginning, the quorum has made 75,7 % on what the registrar and has notified present that it is possible to begin work.

- but Rusal considers that thus him have misled concerning quorum therefore the company could not spend to council of all candidates.

- Let`s understand. At Rusala 25 % of actions Nornikelja is a fourth part of all issue. If 13 places in council to divide into four, it turns out that the package the shareholder could spend 3,25 persons to council. It if on justice. At an incomplete appearance Rusal theoretically could receive and four places if it managed to spend more than 3,5 persons. Accordingly, five persons Deripaska it is guaranteed could to spend only at an appearance of less than 65 %. At the moment of the beginning of meeting the quorum made 75,7 % that already did impossible carrying out five person.

- as then it has turned out that to Interros it was possible to spend four representatives and one independent director - Vasily Titov? And how to management which could dispose only 8,5 % of actions, it was possible to spend three representatives?

- it is very simple. Both for independent directors, and for management and me minority shareholders have personally voted many. I do not remember precisely, approximately 4 %. All workers Norilsk nickel - shareholders have voted to management. Why? The company has really kept the social program, has improved a situation with transport availability, with rest, with maintenance with habitation. Why it to vote for someone another, rather than for management? Plus banks with which we work, called and said that have voted for management. Interros voted only for four candidates, therefore all of them have passed. For Titov Alisher Usmanov`s package (the basic owner " has voted; metalloinvesta supervises about 4 % GMK. - ) plus package VTB, it about 1,5 %. It was enough to block a threshold.

- you conducted corresponding work with minoritarijami?

- it is unconditional. It is spent constantly. In particular, on the eve of meeting in May we held a meeting with shareholders and investors in London where told about company strategy, prospects and directions of the further work, about financial results of activity Nornikelja .

- Nevertheless Rusal has actually accused management of a juggling of results of voting.

- Rusalu it is necessary to adhere to decency and behaviour rules. To conduct meaningful dialogue, instead of to make any groundless statements. We consider that voting has passed correctly, in full conformity with the legislation. Any infringements it has not been admitted. Moreover, we in the country have a practice when shareholders with a large package receive in advance the information on the one who as votes, and on the basis of it develop the tactics of voting at the last minute. As such desire was present at some shareholders Nornikelja the National registration company (registrar GMK. - ) has addressed to us for protection against pressure. And we have excluded this pressure: the information on a voting course has been closed for all shareholders without an exception, including for management. As a result results of voting for some shareholders have appeared unexpected. But these results absolutely fair and fair. That, by the way, it is noted by our independent directors. It is an example of fair voting.

- the desire to receive the information on a voting course about which you now spoke, was from both largest shareholders?

- Yes, certainly.

- And for you personally results of voting became a surprise?

- Yes. I and now cannot understand in any way if to speak frankly, what for Rusal has exposed five candidates if really could spend only four? What for? I believe that at Rusala there was an accurate understanding of what pass in council can no more than four persons. But also there was a desire to save the face before those organisations and people by which the promise to spend to Alexander Voloshin`s board of directors has been made. Well and if you have promised it to spend, is obliged it to make. If, of course, there was no problem to leave from obligations, having used the given situation.

- Rusal asserts that has fifty-fifty distributed voices between Alexander Voloshin and Oleg Deripaska. Thus for them it has been given hardly more voices, rather than for other three candidates Rusala two from which in council have passed, as well as Oleg Deripaska. How then it could turn out, what Alexander Voloshin has not passed in board of directors?

- to Deripaska and Voloshin it has been given all on two voices more than to other three candidates. At cumulative voting it is 0,15 % of one action. That is if for each candidate Rusala the package in cost of $1,5 mlrd for Voloshin it has been given all on $20 more voted. Besides, for representatives Rusala voted not only a company package. Minority shareholders, the funds, any friends vote still. At Rusala still there are 0,13 % of actions GMK which hang on one of it daughters . As Deripaska has disposed of these actions, it is impossible to track.

- At meeting of shareholders in 2009 of Alexander Voloshin besides Rusala other shareholders have supported. Why this time for it voted only Rusal ?

is a question not to me. To me with such requests nobody addressed. And then, according to corporate practice, we should vote only for management not to support any group of shareholders.

- at meeting management Nornikelja Could vote officially pseudo-exchequer a share holding which belongs to the company. However there are some more mechanisms on which the right to vote is transferred by that or other share holding to management. What really package a management Nornikelja disposed at meeting? Whether really management instructed nominal holder ADR how to vote on this or that question, in particular - on candidates for board of directors?

- was not such. It is directly forbidden by the law. If we played these games, in board of directors, probably, there would pass not Deripaska, and Voloshin who always normally worked and never took of an extremist position. It becomes elementary. But same has not occurred. We do not want someone to pit, throw out or still something. We are not engaged in it. What for it is necessary to me? If the businessman bad, to it always someone and something disturbs. All charges from outside Rusala not only are groundless, they are illogical.

- and in general Oleg Deripaska`s promotion in board of directors became for you unexpectedness? After all under the arrangement with Vladimir Potanin it should not propose the nominee.

- He has told in advance that will be put forward. But in general to me all the same. That will change, if from Rusala in board of directors will be not three persons, and four, but their offers will not be constructive? Unless they can change something? At all of us decisions on council are accepted by majority of votes.

- Rusal has declared intention to call extraordinary meeting of shareholders to achieve re-election of board of directors. It is real?

- Rusal as the owner of a package more than 10 %, certainly, has the right to initiate extraordinary meeting of shareholders, but the board of directors should confirm the meeting summons at first. To replace operating council, it is necessary, that he has voted for inclusion of a question on the termination of powers of council. You can such present to yourselves? I - was not present.

- That is management not begins to support Rusal in this question?

- And what for? Normal fair voting is taken. Its result arrange everything, except Rusala .

- Rusal already initiated convocation of extraordinary meeting?

- Such requirement we did not receive.

- whether you balanced consider present structure of board of directors of the company? And on what result counted?

is as in football: time of an abacus is, means, it is natural. But personally I assumed that Rusal will declare four persons and all of them will pass. Four more - from Interros plus Vasily Titov. Two independent directors and two - from management.

- Right after meetings of shareholders representatives Rusala boycotted the first session of board of directors. You with them had any negotiations on the further development of a situation?

- And about what here to speak? We have waited for them hour, they have told that will not come. We have held session without them, have unanimously chosen Titov in spite of the fact that at each shareholder with 25 - a percentage package were the visions in this respect. But I consider that Titov`s nominee in the circumstances - the most weighed and compromise. Any other contacts with Rusalom at us was not.

- speak, the boycott reason Rusala refusal of board of directors GMK to the post began to confirm of chairman Oleg Deripaska who ostensibly applied for this place. Can confirm or deny it?

- I will not speak about it. Officially it did not propose the nominee on a post of the chairman so, all conversations on this theme is only hearings. And I do not make comments on hearings.

- on July, 8th Rusal following the results of meeting has directed the complaint in FSFR. From service to you any inquiries have already been made?

- While is not present. Moreover, in connection with all insinuations and hearings round results of voting, ourselves have addressed on July, 12th in FSFR with the request to check up meeting results.

- whether the event Affects company work? What legal consequences refusal of the former chairman of board of directors of the company Alexander Voloshin to sign the meeting report can entail?

- Certainly, it is better to work in friendly atmosphere when all are respectful to each other. But it not always turns out. The situation cannot be reflected in operational activity in any way, at least we will take all measures that it not to admit. Though I understand that it will be more difficult to us to impose budgets, to pass the consolidated decisions under large transactions and etc. that the report till now is not signed, any legal consequences does not bear, the meeting is recognised by competent. Legitimacy of work of board of directors also is not called into question. Complexities can arise only with payment of dividends, and it depends not on management, this requirement of tax laws.

- whether you will try to oblige the former chairman of board of directors through court to sign the document?

- We will not be engaged in it. If someone from shareholders wants to address in court with such requirement, their this right.

- Rusal imposes Nornikelju The active role in an operational administration, unreasonably appeals to the state and involves the government in support of the interests to the detriment of other shareholders - it is told in the statement Interros from July, 8th. You feel pressure from outside Rusala and, if yes, in what it is shown? How Rusal involves the government in the conflict?

- Unless I am similar to the person who can impose something? It is possible to try, of course, to impose - is not present. As to intervention in the government conflict, I do not think that it is possible. At least, now it does not occur. More truly, I so have told: can, attempts such and are, and here results are not present.

- As you consider, whether the state will interfere with the conflict of shareholders Nornikelja ? Whether you discussed this theme in Presidential Administration or in the government, maybe, with president Medvedev or with prime minister Putin?

- I will not tell.

- and all - taki, Nornikel - one of the largest companies in Russia. The situation around GMK causes concern of the authorities?

- Is not present. Voting has passed in full conformity with the legislation.

- Rusal accuses Interros in the big desire completely to supervise Nornikel uncontrolledly to have access to financial resources . You feel desire Interros individually to supervise the company and to dispose of its financial resources and, if yes in what it is shown?

- it is possible to Speak anything you like. We have committees on audit, there is a budgetary process. We report under the international and Russian standards. And the committee on the budget is offered for heading to the representative Rusala to Vladislav Solovevu. Nornikel - the big organisation so it is simple here nothing dares, here all is transparent.

- the assumption that management " was come out; Nornikelja and Interros aspired to receive the majority in board of directors, in particular, to spend one more return repayment of actions GMK. Whether there are at the company or its shareholders such plans?

- I do not exclude this possibility but while such question in the summons is not present. And we consider all questions in process of their receipt.

- you have headed Nornikel at the height of the last conflict of shareholders in many respects to extinguish intensity - and then it it was possible. However now you have appeared actually in the centre of the new conflict. Whether you consider possible to supervise over the company in conditions when one of key shareholders, as a matter of fact, accuses you of swindle?

- to Leave precisely I do not gather. If something is not pleasant to someone, it not my problems. Time for management so much voices are given, mean, there is a big support of minority shareholders which are satisfied by results of the company and management work. Once one of shareholders, answering a question, whether it is happy with management work, has told that results could be better . I agree that always is to what to aspire. But, on the other hand, always it is necessary to compare results of the company to competitors. For example, criterion of bad or good work of the company - dynamics of growth of stock quotes in short-term prospect and in long. If to look at world players of branch of nonferrous metallurgy, at all decrease in quotations from the beginning of year, including at " is observed; Rusala - on 33 %. At Nornikelja the only thing in sector, quotations have grown on 3 %. If to take the data for 52 weeks, actions GMK have risen in price almost twice more than at competitors, - for 88 %. Indicators Norilsk nickel on a head above all companies. Probably, we could work even better, but it already other question.

- whether put Rusal a question on change of management of the company or the general director? Whether its representatives stated discontent with level of your compensation which, under our data, following the results of 2009 is one of the highest for the hired manager in Russia?

- At me the termless contract. But on the salary I will not make comments, because the contract with me confidential. Speaking about attempts Rusala to replace management, you, probably, mean statements in newspapers that on my place it is necessary to plant The professional metallurgist of world level ? It should, in their opinion, improve company indicators. Certainly, such point of view has the right to existence. But then Deripaska let will begin with itself. Let it will leave from a post of the general director Rusala and the expert of world level will be appointed to its place. I will dare to assume that results Rusala then will be a little bit others. However, one from Deripaska not to take away. I simply admire how it, balancing between courts in London and Madrid and running from creditors, still has time to let out different the statement of times in three days. It is really high working capacity. But I consider that time the businessman has occupied high position, he is obliged to behave in appropriate way.