UC Rusal failed to change the head of the board of directors of Norilsk Nickel

The board of directors of Norilsk Nickel did not support the proposal of UC Rusal to change the HEAD of the board of directors.The company nominated the former WWF Environmental Policy DIRECTOR (recognized as a foreign agent) Evgeny Schwartz to this postEvgeny SchwartzEvgeny SchwartzEvgeny SchwartzEvgeny SchwartzEvgeny SchwartzEvgeny SchwartzEvgeny SchwartzEvgeny SchwartzEvgeny SchwartzEvgeny SchwartzEvgeny SchwartzEvgeny SchwartzEvgeny SchwartzEvgeny SchwartzEvgeny Schwartz

Members of the board of directors of Norilsk Nickel at a meeting on March 13 rejected the proposal of UC Rusal (owns 26.39% of Norilsk Nickel) to change the chairman of the board of directors and appoint an independent director Evgeny Shvarts to this place, REUTERS reports citing sources. This follows from a comment by a representative of UC Rusal provided by RBC. “Unfortunately, the course to increase the role of independent directors, outlined by one of the shareholders, did not receive a qualitative continuation and, in fact, remains only a declaration,” he said.

8 out of 13 directors voted against the proposal to change the chairman, a source close to one of the members of the board of directors told RBC. RBC sent inquiries to Interros representatives Vladimir Potanin (owns 37% of the company) and Norilsk Nickel.

Schwartz in 2007-2019 was director of environmental policy for the World Wide Fund for Nature (WWF), recently recognized as a foreign agent in RUSSIA, and since 2019 has been on the board of directors of the company. He was nominated by the second largest shareholder of Norilsk Nickel, UC Rusal, founded by Oleg Deripaska.

The chairman of the board of directors of Norilsk Nickel for nine years, from March 2013 until the spring of 2022 , was an independent director, Briton Gareth Penny. He resigned after the start of a special military operation in Ukraine and the imposition of international sanctions against Russia. In the summer, Andrey Bugrov was elected head of the council, who previously held the position of senior vice president of the company for sustainable development, and also served as vice president of Interros from 2013 to 2022.

At the end of February, the director of the Russian Aluminum Management direction, Alexandra Zakharova, proposed convening an in-person meeting of the board of directors of Norilsk Nickel in order to relieve Bugrov from the post of chairman of the board and instead elect an independent director, the head of the Petropavlovsk gold mining company, Denis Alexandrov, to this position, a source told RBC, close to the council. But, according to him, Alexandrov wrote a written refusal and asked to exclude his candidacy, he emphasizes. Then the representative of UC Rusal put forward a new candidate - Schwartz.

At the previous meeting of the board, held on February 27, Interros proposed to elect independent directors as heads of its committees in order to strengthen their role in the work of this supervisory body. “UC Rusal has always supported the idea of ​​strengthening the role of independent representatives on the board of directors of Norilsk Nickel and nominated independent professional directors to the board,” said a representative of the aluminum company at the time. “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.”

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Schwartz, who was nominated by UC Rusal to the board of directors of Norilsk Nickel as an independent director in 2019, has been on the board of directors of the aluminum company since 2020. In the same year, he became a leading researcher at the Department of Physical Geography and Environmental Management Problems at the Institute of Geography of the Russian Academy of Sciences, and since 2021, the head of the Center for Responsible Environmental Management of this institute.

The change of the chairman of the board of directors of the company takes place against the backdrop of the termination of the shareholder agreement, which the largest owners of the company - Interros, UC Rusal, as well as Crispian Roman Abramovich and Alexander Abramov, concluded in December 2012 for a period of ten years. it was a solution to a long conflict between partners. In accordance with this agreement, Potanin became a managing partner of Norilsk Nickel, and the company pledged to pay generous dividends - at least 60% of EBITDA with a net debt to EBITDA ratio of less than 1.8x. If this ratio is higher, the minimum dividend level was 30% of EBITDA, but not less than $1 billion. Last year, Potanin warned that after the expiration of the shareholder agreement, “dividends in the amount that investors have become accustomed to lately, of course, will not will be neither in 2022, nor,

In October 2022, UC Rusal filed a lawsuit in the High COURT of London against Vladimir Potanin, accusing the businessman that, under his leadership, the company "lost a number of business assets that played a key role in the group's activities", which led to "significant losses". At that time, the aluminum company said that its representatives tried to enter into "constructive negotiations" with Potanin for an out-of-court settlement of claims for a long time, but these attempts were unsuccessful. UC Rusal insists on the resignation of the businessman and the appointment of "an independent leader with the necessary professional competencies" as the new head of Norilsk Nickel.

The World Wide Fund for Nature (WWF, formerly known as the World Wide Fund for Nature) was recognized as a foreign agent on March 10. The Ministry of Justice said that the organization received support from foreign sources, and under the guise of protecting nature, representatives of the fund "tried to influence the decisions of the executive and legislative authorities of Russia, hindered the implementation of industrial and infrastructure projects." Then the fund said that they consider this decision unreasonable and will seek its review in court. The main task of the fund is to “preserve biological diversity in harmony between man and nature”, and the World Wide Fund for Nature will continue to protect rare animal species and preserve the nature of Russia, fulfilling its obligations.