Rus News Journal

to Gazprom have suggested to expand board of directors

for minority shareholders
corporate governance

Yesterday agency Interfax has published the information on changes in the joint-stock company charter Gazprom which will be discussed at meeting of shareholders of the company on June, 27th. It is offered to increase quantity of councillors of directors of the company with 11 to 15 persons, thus not less than 25 % of directors should be independent. Even if the offer will pass, most likely, it will operate only since 2004 though the council structure can be expanded in June.
yesterday representatives Gazprom have explained that the offer on increase in numerical structure of board of directors has been brought by the minority shareholder - the director for corporate researches of fund Hermitage by Vadim Klejnerom. These amendments are included in the bulletin for voting, however Gazprom has not solved, whether it will support them.
the List of the put forward and confirmed nominees on meeting includes on June, 27th 19 persons (see the inquiry) in board of directors. Any of candidates cannot formally be considered as the independent: in world practice such the candidate who has been not connected with shareholders of the company is considered.
if amendments will be accepted (it probably in case of the government instruction to vote for them), it is possible to predict two variants of succession of events. The first - independent four representatives minoritariev will be considered: misters Rajan, Feodors, Shcherbovich and Klejner. Head Ruhrgas of Burkhard Bergmann in connection with reduction necessary for passage to council of a vote block to 6 - 6,5 % also will provide to itself a place in council Gazprom . And five managers will apply for ten remained places Gazprom and nine state officials.
the second variant: the percentage norm for independent as a part of council will operate only since 2004. In the agenda of meeting the question on amendments in the charter costs after a question on elections in board of directors. However in case amendments will be confirmed by meeting on May, 27th, and independent directors in council will be less than 25 %, council can be recognised by illegal as contradicting the charter Gazprom .
to Realize position about percentage norm to Gazprom it will be difficult: it is impossible to force any of shareholders Gazprom to vote for the independent director - as a matter of fact, it is lawful the chairman of the government Michael Kasyanov, and that concerning a state package (37,8 %) can make only. To refuse norm for Gazprom it is unprofitable: it will be a signal about braking of reform of corporate governance Gazprom which will be immediately picked up by the same fund Hermitage. Most likely, the offer of mister Klejnera to expand council it will be accepted, and position about percentage norm is rejected or transferred the next year.
DMITRY - BUTRIN