UC Rusal replaced two out of five representatives on the Board of Directors of Norilsk Nickel

UC Rusal replaced two of the five representatives on the board of directors of Norilsk Nickel. This follows from the message of “Norilsk Nickel” following the results of the extraordinary meeting of shareholders, held on 24 November.

Elena Bezdenezhnykh, UC Rusal’s Vice President for Regional Policy and Cooperation with Authorities, and Alexandra Zakharova, Head of Norilsk Nickel’s Financial Control Service, also nominated by UC Rusal, became the new representatives of the company on the Board of Directors. Cashless in 1995-2018 worked in Norilsk Nickel in various positions, including the position of vice president – secretary of state, head of the unit for interaction with authorities and management.

Ex-deputy CEO of UC Rusal Maxim Poletaev and former managing partner left the board of directors AFK Sistema Vsevolod Rozanov.

Three other representatives of UC Rusal retained their seats on the board. These are the senior banker of Sberbank Sergey Volk, member of the board of the Wildlife Conservation Center Charitable Foundation Yevgeny Schwartz, Deputy General Director of Russdragmet LLC Stanislav Luchitsky.

Also, Interros CEO Sergey Batekhin, Winter Capital Advisors Managing Director Alexei Bashkirov, Norilsk Nickel First Vice President Marianna Zakharova, Norilsk Nickel’s former Senior Vice President for Sustainable Development Andrey Bugrov (nominated by Interros), retained their seats on the board. Yegor Sheybak, Head of the Financial Control Service of Norilsk Nickel (nominated by Roman Abramovich’s Crispian). In addition, three independent directors re-entered the board: Petropavlovsk CEO Denis Aleksandrov, Green Energy CEO Alexei Ivanov, and Alexei Germanovich, member of the Board of Directors of Bank Saint Petersburg. The number of members of the board of directors of the company remained the same – 13.

Changes in the board come against the backdrop of a new escalation of the conflict between the key shareholders of Norilsk Nickel.

36.14% of Norilsk Nickel is owned by Vladimir Potanin’s Interros, another 26.39% is owned by UC Rusal. UC Rusal bought a 25% stake in Norilsk Nickel in 2008 from businessman Mikhail Prokhorov. Because of this deal, the first conflict between Potanin and the founder of UC Rusal, Oleg Deripaska, occurred. He dealt with approaches to paying dividends, actions with non-core assets of Norilsk Nickel and the nuances of corporate governance.

The conflict flared up with renewed vigor in 2010 and was accompanied by protracted litigation, and was resolved through the mediation of businessman Roman Abramovich and his partners (the total share was 6.37%). In 2012, the parties signed a ten-year shareholder agreement, which fixed the main terms of the shareholders’ relationship, in particular, the payment of dividends.

In 2017-2018 a new dispute arose due to the moratorium on the sale of shares in Norilsk Nickel by Abramovich and his partners, a lawsuit was filed in the High Court of London. By the time of the court decision, Deripaska had reduced his stake in UC Rusal below the control in order to get the company out of US sanctions.

The Norilsk Nickel shareholder agreement ends in 2022. According to Potanin, there are no plans to renew it.

In early July of this year, Potanin said in an interview with a TV channel RBCwhat “nornickel“and UC Rusal” returned to the idea of ​​a merger of companies. The businessman explained that such a merger would diversify the shareholder base and increase stability in the event of sanctions. Sources later told Reuters that the merger is unlikely to take place as long as Potanin, who is on the UK sanctions list, remains the majority shareholder of Norilsk Nickel.

On October 24, UC Rusal announced that it had filed a lawsuit in the High Court of London against Potanin and his company Whiteleave Holdings. According to UC Rusal, Potanin violated the agreement of Norilsk Nickel shareholders: under his management, the company “lost a number of business assets that played a key role in the group’s activities”, which caused significant losses to the shareholders. The plaintiff believes that an independent leader should become the head of Norilsk Nickel, and also insists on compensation for damages, the amount of which should be determined by the court. A source of Vedomosti, close to the board of directors of Norilsk Nickel, suggested that we could talk about the Industrial Construction Installation Company and Nordstar Airlines, which were sold in the period 2017-2022.

According to IFRS reporting, for the first half of 2022, the company’s revenue grew by 0.4% compared to the same period last year and amounted to about $9 billion, net profit increased by 17.6% to $5.1 billion. For 9 months of 2022 ., according to RAS reporting, Norilsk Nickel’s revenue increased by 1.4% in annual terms to 610.9 billion rubles. The company’s profit from sales fell by 26% to 220.9 billion rubles, and net profit – by 8.2% to 303.9 billion rubles.

According to independent industrial expert Leonid Khazanov, this is a “technical reshuffle” that does not indicate another round of corporate conflict between Norilsk Nickel shareholders or any other changes in relations between them. “It is unlikely that such changes in the board of directors will radically change the balance of power in it,” the expert believes.

Vedomosti sent a request to UC Rusal.