Rusal expects more independence from Norilsk Nickel

Rusal insists on the re-election of the chairman of the board of directors of Norilsk Nickel, this post is now occupied by Andrey Bugrov from Interros. The company would like to see an independent director in this position and, according to Kommersant’s sources, proposes the candidacy of Evgeny Schwartz. The board of directors of Norilsk Nickel on February 27 rejected this proposal. Analysts assess the pick as a continuation of the negotiations between Rusal and Interros after the completion of the shareholder agreement and do not expect a change in the status quo.

Rusal is seeking the election of the chairman of the board of directors (BoD) of Norilsk Nickel from among independent directors, a representative of the aluminum company told Kommersant. “Representatives of Rusal insisted that the meeting of the board of directors, which was held on February 27 in absentia, be in person and consider the issue of electing a new independent chairman of the board of directors. However, the offer was rejected,” the company said.

According to a representative of Rusal, the company has always supported the idea of ​​strengthening the role of independent representatives on the board of directors of Norilsk Nickel and has nominated independent professional directors to the board, while directors from Interros are traditionally top managers of Interros. “We hope that the discussion will take place in the near future and our colleagues on the board of directors will support our and their own initiative to strengthen the role of independent directors,” he said.

On February 27, Norilsk Nickel announced the election of a number of independent directors to head committees of the Board of Directors. Denis Alexandrov was elected Chairman of the Strategy Committee, Alexey Germanovich headed the Corporate Governance and Human Resources Committee, and O. Head of the SD Budget Committee – Yegor Sheybak. The latter, according to the Norilsk Nickel website, is not independent.

A Kommersant source close to the Board of Directors says that the initiator of the election of independent directors was the CEO of Interros and a member of the Board of Directors of Norilsk Nickel Sergey Batekhin.

On February 21, he asked to be relieved of the post of chairman of the budget committee, and to appoint Mr. Sheibak instead of himself. He agreed to perform the duties of chairman and asked to be left in the status of and. O. until future decisions of the Board of Directors based on the results of the annual meeting of shareholders.

According to Kommersant’s interlocutor, on February 25, Rusal sent a counterproposal – to convene an in-person meeting of the board of directors, dismiss Andrei Bugrov, elect an independent director Denis Alexandrov instead of him and replace the chairmen of the committees. On the same day, Denis Alexandrov asked to exclude his candidacy, after which on February 27, at the board of directors, Andrei Bugrov, in response to the proposal of Rusal, said that Denis Alexandrov did not agree to be elected.

According to Kommersant’s interlocutor, Andrey Bugrov suggested assessing whether it would be worth returning to the issue of changing the heads of committees later, for example, after the annual meeting of shareholders.

On February 28, Rusal sent a new demand – to hold an in-person meeting of the board of directors in order to replace the chairmen of the committees, and instead of Mr. Bugrov, he proposed to elect Yevgeny Schwartz, who is on the board of directors of the aluminum company as an independent non-executive director, as the head of the board of directors. According to a Kommersant source, such a meeting is planned to be held in the near future.

Interros did not respond to Kommersant’s request. Norilsk Nickel said that the board of directors elected the heads of the committees by a majority vote.

The traditional disputes between Norilsk Nickel’s main shareholders may escalate this year, as the shareholder agreement between Interros, Rusal and Crispian of Roman Abramovich and Alexander Abramov expired at the end of 2022, which stipulated the main points of Norilsk Nickel’s management. Dividends are a key contentious issue: Interros owner Vladimir Potanin is in favor of reducing dividends in order to increase MMC investment. Rusal also notes that the level of investment development in recent years does not exceed 75%.

According to Kirill Chuiko from BCS, the attempt to change the head of the Board of Directors is part of the negotiations between the companies. “Mutual picking. I think any attempts to change the status quo will be stopped,” the analyst believes. He also emphasizes that the key issue is the size of dividends.

Evgeny Zainullin