#20 - JRL 2008-107 - JRL Home
Moscow Times
June 2, 3008
State Says It Backs Ethics in Business
By Catrina Stewart and Nadia Popova / Staff Writers
Coming against the background of boardroom battles at TNK-BP and Norilsk
Nickel, a conference Friday on the issue of corporate governance appeared to be
either the lucky beneficiary of current events or the victim of bad timing.
Senior government officials made the most of the situation, stressing
Russia's commitment to achieving higher standards of corporate governance, both
at state-owned companies and private corporations.
Newly appointed First Deputy Prime Minister Igor Shuvalov pushed the
government's message at the conference, emphasizing that better corporate
governance would be vital as the country embarked on enormous new investment to
develop infrastructure and diversify the economy.
"If Russia is to become a major financial center, we need to embrace evolving
corporate standards and be very clear about the niche we want to fill," Shuvalov
said.
His comments were echoed by Deputy Prime Minister Alexander Zhukov, who said
state-controlled corporations should lead by example when it comes to disclosure
and transparency.
"We want to be seen as a country with a good deal of responsibility in
business ... and a country with which you can deal effectively and comfortably,"
he told investors.
The conference was organized by the World Bank Group and the National Council
on Corporate Governance, which brings together representatives from Russian
business and the government.
Dmitry Medvedev has made improved transparency and a commitment to the rule
of law central themes at the beginning of his presidency, calling them
fundamental to the attraction of investment that the country badly needs.
But the Kremlin's message appeared at odds with the backroom battle at
TNK-BP, as the Russian shareholders -- Alfa Group, Access and Renova -- called
Friday for CEO Bob Dudley to step down, arguing that he represented the
interests of co-owner BP.
The stream of problems for TNK-BP -- running from back taxes to visa problems
for the company's employees -- has been widely interpreted by analysts as a
state-led effort to bring Gazprom in as a controlling shareholder.
"For everybody who invests here, [what's going on at TNK-BP] gives you reason
to pause," said James Cook, a director at Aurora Russia, a private-equity
company.
Shuvalov said the government did not wish to get involved in the conflict.
But analysts said the government was involved behind the scenes, as it seeks
to regain control over one of the last of the so-called legacy issues.
"The state is being very careful to try and distance itself" from the
shareholders' dispute in TNK-BP, said Chris Weafer, chief strategist at UralSib.
"Hence, the assumption is that local shareholders are taking on the role of the
state and applying the pressure."
With moves to consolidate its control over key sectors in recent years, and
in energy as the most obvious example, the state is often doing the opposite of
distancing itself.
The practice of having state officials work as "independent" directors is
widespread in certain industries, with First Deputy Prime Minister Igor Sechin's
position as chairman at state-run oil giant Rosneft only the most obvious
example.
"High-ranking officials are not efficient as independent directors," Anna
Belova, the director for strategic development at the Siberian Coal and Energy
Company told the conference. "Very often, the time they devote to reading
documents on the situation in the company amounts to the time they spend in a
traffic jam on their way to a board meeting."
Meanwhile, corporate battles are being waged at some of the country's most
public companies. Norilsk, the world's largest nickel and palladium miner, is
proving to be a key testing ground for transparency, as the management fights to
defend minority shareholder rights amid Oleg Deripaska's efforts to merge his
company RusAl with the miner.
Analysts have expressed concern that RusAl, a private company, has overvalued
itself at a reported $45 billion, while undervaluing Norilsk. If the deal were
to be pushed through, analysts have said minority shareholders could see the
value of their stakes eroded.
On Wednesday, Denis Morozov, the general director at Norilsk, withdrew his
candidacy for the June 30 vote to elect a new board at the company, saying there
should be greater opportunities for independent directors.
At the conference Friday, he said the possibility of a hostile takeover at
Norilsk had demonstrated just how important making information public can be.
"We had to show our stakeholders around the world in 2007 that their
interests were not in danger, so we advertised harder, through channels like
advertisements in newspapers presentations around the world."
There has also been conflict at Polyus Gold, where independent directors have
opposed the miner's plans to carve off strategic assets without full board
approval.
The spat spilled out into the open recently, when management said it would
not endorse the reappointment of an independent director, whom they claim has a
conflict of interests as a result of work one of his companies has carried out
for the key shareholders, Vladimir Potanin's Interros and Mikhail Prokhorov's
Onexim Group.
Sources familiar with the row say minority shareholders are "very disturbed"
by the developments.
Each of these battles underpins the need for clearer corporate governance.
"Russia's key political priority is to change the investment image of Russia
from a difficult, risky place to invest to one that's more receptive," Weafer
said. "This is the rebranding theme that the Kremlin is very keen to pursue."
But the list of elements involved in such a branding enumerated by Zhukov at
the conference gives a sense of just how daunting the task will be.
"We have to work out legislation to toughen the obligation companies have to
make information public, make managers materially responsible for the decisions
they make, bolster the role of independent directors, work out mechanisms
companies can use to resolve their corporate disputes outside the courts, and
make ownership structures transparent," Zhukov said.
"Sometimes we only learn about the real owners of Russian companies from
foreign exchanges," he added, smiling.
Norilsk's Morozov said Friday that Russian law in some cases made open
reporting impossible.
"We launched an ADR program in 2001, which required us to provide a maximum
in transparency and disclose information as to our reserves," Morozov said. "But
Russian law forbade this, as the platinum stocks were considered a state
secret."
Investors said many companies in Russia are keen to move toward more open and
Western practices, but often lack the necessary knowledge to do so.
"We've found in Russia that there's a willingness to have good corporate
governance, but a lot of companies just don't know what's required, or what
investors are looking for," said Cook, of Aurora Capital.
Potanin, who chairs the National Council on Corporate Governance, illustrated
the particular way corporate governance works in Russia using the Norilsk
example.
"In a big company like Norilsk Nickel, a new investor, RusAl, appeared, which
changed the company," he said on the sideline of the conference. "And now it is
entertaining to watch how the new shareholders fight for their positions, for
the minority shareholders' votes, through the media and analysts' public
comments."
"But the most constructive way is, of course, a proper dialog between the
company's shareholders," he said.
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