17 Sep 2010 15:21

UC Rusal nominates three independent directors for Norilsk board

MOSCOW. Sept 17 (Interfax) - Oleg Deripaska's UC Rusal has nominated three independent directors for the board of directors at MMC Norilsk Nickel that it hopes to see replace the one elected at the disputed annual shareholders meeting at the end of June.

The aluminum giant, which holds a blocking stake in Norilsk, said in a statement that it had nominated "three, highly experienced candidates to become independent non executive directors" on the Norilsk Nickel board to at an extraordinary general meeting of shareholders on October 21.

"After extensive consultation with the minority shareholders" of Norilsk Nickel, UC Rusal has nominated Alexander Voloshin, who chaired the Norilsk board from 2008 to June this year. Voloshin is currently a member of the Board of Directors of Yandex and member of the board of potash miner Uralkali .

The others are Terence Wilkinson, a member of the Board of Directors of Angara Mining Plc, former CEO of Ridge Mining Plc, former COO of Lonmin plc; and Lucian Bebchuck, Doctor of Law, Head of Corporate Governance Board at Harvard Law School.

Rusal told Interfax that it expected Vladimir Potanin's Interros, which also owns a blocking stake, and Norilsk's management to include a number of independent candidates in their own lists.

Rusal said in the statement that its nominated independent directors "possess exceptional executive experience with international, publicly quoted companies, in-depth knowledge of the metals industry, and the development and implementation of strategy to enhance shareholder value."

In particular, Terence Wilkinson is a regarded as an expert in the field of mining and sales of platinum group metals. Under his management, his former company, Lonmin PLC, one of the biggest UK listed mining companies, with operations in South Africa, has successfully executed projects in mining PGM metals, developed platinum deposits and implemented environmental projects that have allowed the company to become a prominent member of the FTSE-100 - an index of companies with the largest market capitalisations on the London Stock Exchange.

Another prominent figure is Alexander Voloshin, one of the leading Russian experts in corporate governance of diversified holding companies. During nine years he headed the Board of FGC UES and in 2008-2010 led the Board of MMC Norilsk Nickel.

The nomination of Lucian Bebchuck, a highly respected figure for institutional investors, is aimed at enforcing corporate governance at MMC and to implement the best practice and high standards for a company of Norilsk's status and also to provide the necessary safeguards for minority stakeholders.

One of the key principles behind the 'Value Growth Strategy for MMC', proposed by UC RUSAL via the www.savenornickel.com website, is an increase in the number of independent directors up to six - seven people.

"We hope that Interros and MMC Norilsk Nickel will support this initiative and follow our example, by each nominating at least two truly independent and professional candidates to the Board of Directors," Rusal said.

The results of the Annual General Meeting (AGM) held on 28 of June and specifically the result of elections to the Board of Norilsk Nickel violated the procedures of corporate governance and the principles of transparency and breached of the principle of parity agreed between the MMC Norilsk Nickel stakeholders, the company said.

The Prosecutor General's Office of the Russian Federation has already confirmed that such violations occurred, having examined the results of the AGM, it said.

UC Rusal said it believes that the "dubious results of the AGM were secured by the management of MMC and Interros with the key intention of imposing control over the Board and continuing to execute behind-the-scenes dealings against the needs of the company, its stakeholders, employees and the State. To hinder this process, it is necessary to end the authority of the current Board of Directors and to ensure the election of professionals who will not only follow the standards of corporate governance that support the interest of all stakeholders but assist the growth of shareholder value and the realization of Norilsk Nickel's full potential."