8 Apr 2013 14:29

CTC Media shareholders to replace board of directors co-chairman from MTG April 30

MOSCOW. April 8 (Interfax) - CTC Media will replace the co-chairman of its board of directors representing one of its key shareholders - Modern Times Group (MTG) - at its annual general shareholder meeting on April 30, the company said in a press release.

Lorenzo Grabau, a member of MTG's board of directors since 2011, is replacing Hans-Holger Albrecht as co-chairman of CTC Media's board. Grabau was previously the managing director for media and retail at Goldman Sachs.

Grabau was designated for appointment by MTG Russia AB pursuant to a shareholder agreement among CTC Media, MTG Russia AB and Telcrest Investments Limited, which is another major CTC Media shareholder that is affiliated with Bank Rossiya, the press release said.

From Telcrest, CTC Media's board of directors is co-chaired by Angelo Codignoni, the former head of television channel Eurosport and co-founder of the Forza Italia party.

At last year's annual general shareholder meeting, CTC Media confirmed Albrecht and Codignoni as members of the board for three years, until 2015. However, Albrecht resigned as the head of MTG last July.

After Albrecht's departure from the media company's board of directors, MTG will focus on his current role as president and CEO of Millicom International Cellular S.A. Albrecht has been president and CEO since last November, the press release said.

"CTC Media has also announced that the board is nominating Dmitry Lebedev and Werner Klatter for reelection to the board at the annual meeting. Mr. Lebedev has been designated as a director by Telcrest pursuant to the shareholders' agreement. In addition, CTC Media has announced that Mathias Hermansson will not stand for reelection to the board, and that, pursuant to the shareholders' agreement, MTG Russia AB has designated Jorgen Madsen Lindemann for election as a director. The board has recommended that the stockholders elect Messrs Klatten, Lebedev and Lindemann at the annual meeting," the press release said.

In addition to them, as well as Albrecht and Codignoni, CTC Media's board of directors now includes MTG Russia chief Irina Gofman and, from Telcrest, shareholder and chairman of the board of directors of WeiTMedia Timur Weinstein. There are also two independent directors: former top manager at French television station TF1 Jean-Pierre Morel and independent director of Promsvyazbank Tamdzhid Basunia.

CTC Media has not yet reported whether these board members have been nominated for reelection.

According to the agreement between CTC Media's principal shareholders - MTG and Telcrest - each company will nominate three candidates to the board of directors. The other three independent directors are nominated by the board itself.

CTC Media manages Russian television channels CTC, Domashny and Perets. It also owns media assets in Kazakhstan and Moldova, as well as a producer company.

The holding's largest shareholders are Swedish media holding MTG (37.9%) and Cyprus-based Telcrest (blocking stake), which belongs to National Media Group, Bank Rossiya and Surgutneftegas . Free float is around 37%.