RUSAL on March 13 offered to replace the head of the board of directors of Norilsk Nickel, Andrey Bugrov, nominated by Interros, in order to appoint an independent member of the board, Yevgeny Schwartz, to this post. This was a response to the change of three heads of committees on the board of directors of Norilsk Nickel at the end of February at the initiative of Interros. Why RUSAL put forward such a proposal and whether the company intends to insist on the election of a new head of the board of directors, Elena Bezdenezhnykh, member of the board of directors of MMC, vice president of RUSAL, told Kommersant.
– Your proposal to change the head of the board of directors of Norilsk Nickel at the meeting on March 13 was supported by only four members of the board out of 13. Why did you nominate him?
— We are disappointed. In fact, we only supported and developed the idea of Interros to increase the role of independent directors in the board. The election of an independent chairman would be the best demonstration that these are not empty words. Unfortunately, our colleagues were not ready to follow their own declaration. We proposed various candidates for the positions of chairman of the board and heads of committees, based on the idea of strengthening independent directors. We understand that such decisions should be considered as a whole, and we are ready for dialogue. Nevertheless, we assess positively that the council has started discussing the issue in principle.
— Why Yevgeny Schwartz and right now? Maybe it made sense to wait at least until the annual meeting of shareholders?
– Evgeny Schwartz, in our opinion, is a completely logical candidate. He is an honored ecologist of Russia, Doctor of Geography, and has been serving on the board as an independent director for several years. Against the background of the company’s stated focus on the environment and a string of serious environmental incidents in recent years, it makes sense that we proposed it.
As for timeliness, I have already said that we took the initiative of Interros as a readiness to seriously discuss this issue. But it turned out that words are at odds with deeds. Unfortunately, this is not an isolated case.
At one of the first meetings in 2023, the board abolished the independent service of financial controllers. Are there no more problems? Or is the control over the activities of management so worried about colleagues?
It has already been said that, at the initiative of Interros, the chairmen of three committees of the board of directors were replaced under the guise of strengthening the role of independent representatives. We proposed holding the corresponding meeting in person, postponing it for several days from the evening before the four-day weekend, and considering other candidates. We were refused.
– Will RUSAL continue to insist on the election of an independent chairman of the board?
– Yes. We consider it necessary and useful for the MMC. The presence of an independent chairman of the board of directors, who, by the way, Norilsk Nickel had for a long time, is very important. This will help restore trust between shareholders and reduce the risk of excessive concentration of power in the hands of one group. An independent chairman will increase the objectivity of the board’s decisions and improve the balance of interests between management and shareholders.
— Norilsk Nickel has budgeted $1.5 billion for 2023 to pay dividends. How do you rate this step?
– The company has already commented (the MMC management did not officially confirm the figure, noting that it provided shareholders with information about the company’s financial condition and potential risks – Kommersant). The rest can still be perceived as speculation. I can speak in general about the vision of the dividend policy.
The size of dividends is a matter of discussion, this is normal. It’s bad when someone tries to get a benefit bypassing the mechanism. It is also abnormal that from year to year there is an underutilization of already agreed investments.
Dividends are just one of the scenarios for using profits. Not distributing it should not be an end in itself. When drawing up investment programs, we must clearly understand what goals are pursued when a decision is made to leave money in the company: where it will be spent, in what amount, in what time frame, etc. We want to clearly understand how the project management system will be improved in order to move from underutilization to expansion of the investment program. What will be the KPIs, what will we do if it does not work out, is the respected management ready to take responsibility.
— How, in your opinion, have the US sanctions against the President of Norilsk Nickel, Vladimir Potanin, affected and may still affect the MMC business?
— Such questions should be addressed to the company. For our part, we expect the president and the rest of the management to make every possible effort to ensure that the MMC does not suffer.
— Last fall, Vladimir Potanin announced the idea of returning up to 15% of Norilsk Nickel shares to its employees, including in the form of digital assets under the Digital Investor program. Do you support the idea?
– A good goal is announced, but the devil, as they say, is in the details. As part of the Digital Investor, employees are encouraged to transfer equity-linked digital financial assets (DFAs). But according to the current legislation, it is forbidden to issue CFA on shares of public companies. This means that Norilsk Nickel employees can only receive some indirect rights of claim tied to the value of shares and the amount of dividends. The question arises, who then will be the owner of the shares themselves? Who will vote on them? We haven’t heard any answers yet.
It is very important that the initiative is not used in practice in the interests of any individual shareholder or management, so that the mechanism is transparent and understandable to both the many thousands of Norilsk Nickel employees and the community of thousands of investors. And so that the voting rights for such shares really belong to the workers.