23 Mar 2022 15:29

Gazprom requests more governance freedom to respond to sanctions more quickly

MOSCOW. March 23 (Interfax) - Gazprom is asking the government to temporarily adjust corporate governance procedures for government-related companies to "promptly resolve problems of restructuring assets amid sanctions pressure."

Initiatives "in connection with the unfriendly actions of the United States and foreign states and international organizations that have joined them" were sent by the chairman of the board of Gazprom, Alexei Miller, and to Deputy Russian Prime Minister Alexander Novak, a source familiar with the discussion told Interfax.

It is being proposed to temporarily, for example until the end of 2022, cancel the mandatory issuance of directives to state representatives on the boards of directors of government-related companies on a number of issues related to the restructuring of assets. This would involve amending government resolution No. 738 of December 3, 2004 in order to vote without directives on the acquisition by a subsidiary or dependent company of shares (stakes) in other companies, including upon their establishment, as well as termination of participation in other organizations. Alternatively, the threshold for such transactions may be increased to 25% of the value of the parent company's assets.

Another proposal is to suspend the rule for a company to notify the Federal Property Management Agency about the decision taken by the board of directors to determine the price of assets. The current procedure gives the Federal Property Management Agency 20 days to review paperwork relating to the valuation of assets. To effect this, it is proposed to suspend paragraph 3 of Article 77 of the Federal Law on Joint-Stock Companies.

One more proposal is to suspend the rule on mandatory approval by the board of directors of transactions with assets or set a price threshold for their approval at 5% of the book value of PJSC Gazprom's assets.