MEDIA RELEASE PR41669
Glass Lewis Recommends Voting "FOR" Early Termination of the Norilsk Nickel Board and "FOR" Two
Independent Directors
MOSCOW, Oct. 9 /PRNewswire-AsiaNet/ --
UC RUSAL (SEHK: 486, EuroNext: RUSAL/RUAL), the world's
largest aluminium producer and owner of a 25% stake in MMC Norilsk Nickel
("Norilsk Nickel" or the "Company"), announced today that Glass, Lewis & Co.
("Glass Lewis"), a leading independent institutional proxy advisory service,
recommends that shareholders of Norilsk Nickel vote FOR the proposal to
approve the early termination of the powers of the Norilsk Nickel Board of
Directors and FOR two independent director nominees at the Extraordinary
General Meeting of shareholders ("EGM") to be held on 21 October 2010.
In the report released 7 October 2010, Glass Lewis stated that
"we are troubled by the current composition by the board and the
disproportionate control wielded by one of the major shareholders." While
that major shareholder, Interros Holding Co. ("Interros") is nominally
represented by three members of the board, Glass Lewis noted that in addition
to these three members "we find that two management members, Klishas and
Kostoev, are recent former employees of Interros. Furthermore, we believe
that the board chairman, who the Company has classified as independent, is an
affiliated director [of Interros]."
In light of the heavy representation of Interros-affiliated
directors on the board, Glass Lewis stated that "[i]n our view, a new board
that includes additional qualified independent directors can provide the
necessary oversight of management and ensure that neither of the two major
shareholders can, on its own, control the decision-making on the board." In
contrast, "the current board composition demonstrates that the Company's
governance practices are still lacking."
Glass Lewis concluded, "[i]n light of possible procedural
violations at the Company's 2010 AGM, as well as the unbalanced nature of the
incumbent board, we believe it is in the best interests of shareholders to
terminate the current board powers and allow for the re-election of the
board."
Glass Lewis therefore noted that it recommends voting FOR
Rusal's proposal to approve early termination of the powers of the Norilsk
Nickel board of directors at the EGM.
With respect to the nominees proposed to Norilsk Nickel's
board, Glass Lewis stressed the importance of independent directors: "We
believe that the importance of independent oversight is paramount at this
Company . . . [w]e believe the insufficient number of independent directors
currently on the board imposes a serious limit to the objectivity of the
Company's oversight" and "should be a major point of concern to
shareholders."
"Based on our concerns with the lack of sufficient independent
directors," Glass Lewis continued, "we believe shareholders should support
nominees listed on [Rusal's] GREEN card. Of the independent candidates, we
favor Messrs. Bebchuk, Holden and Wilkinson, each of whom are unquestionably
independent. In addition, both nominees Holden and Wilkinson have industry
experience that would greatly benefit the board."
Of Mr. Bebchuk, one of Rusal's nominees, Glass Lewis noted,
"[i]n our view, Mr. Bebchuk's preeminence in the domain of corporate
governance makes him uniquely capable of imparting the expertise necessary to
create a fundamentally sound statutory framework for the Company."
Glass Lewis noted that Mr. Holden, another independent
candidate, has "financial and auditing expertise, industry experience and
impartiality to major shareholders" which "makes Mr. Holden fit to continue
lending his services to the Company."
Glass Lewis therefore noted that it recommends voting FOR
Bebchuk and Holden for election to Norilsk Nickel's board of directors.
Rusal agrees with Glass Lewis's criticism of the unbalanced
nature of the current board and its emphasis on the need for independent
directors, which echo similar points stressed by ISS Proxy Advisory Services
in its report of 30 September 2010. We welcome the support of the nominees
listed on Rusal's GREEN proxy card, and look forward to working with minority
investors in Norilsk Nickel to further develop a balance board and
substantially increase the value of Norilsk Nickel for all of its
shareholders.
About RUSAL
producer of aluminium, in 2009 accounting for approximately 10% and 10% of
global production of aluminium and alumina, respectively. UC RUSAL employs
about 76,000 people in 19 countries, across 5 continents. UC RUSAL sells its
products primarily in the European, Japanese, Korean, Chinese, South East
Asian and North American markets. UC RUSAL's ordinary shares are listed on
The Stock Exchange of Hong Kong Limited (Stock code: 486) and global
depositary shares representing UC RUSAL's ordinary shares are listed on the
professional board of Euronext Paris (RUSAL for Reg S GDSs and RUAL for Rule
144A GDSs).
Disclaimer
The information contained in this press release is for media advice only.
The contents are true and accurate at the time of publishing, however, may
change over time.
All announcements and press releases published by United
Company RUSAL Plc are available on its website under the links
For media inquiries
Vera Kurochkina
+7(495)720-51-70
vera.kurochkina@rusal.com
SOURCE: RUSAL
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