ISS Governance Services Is against Changes to Norilsk Nickel’s Board
OREANDA-NEWS. March 28, 2008. MMC Norilsk Nickel (Norilsk Nickel or the Company) announced today that Institutional Shareholder Services Governance Service (ISS) had released its analysis and voting recommendations for the 8 April 2008 Extraordinary General Meeting of Norilsk Nickel shareholders (EGM). ISS, the world’s leading independent corporate governance and proxy voting advisory service, provides voting recommendations to more than 1,700 major institutional funds, mutual funds and fiduciaries.
ISS recommended that Norilsk Nickel stockholders vote their shares AGAINST Onexim Group’s Proposals 1 and 2 as well as cumulate their votes evenly between the Independent Directors Guy de Selliers and Schimmelbusch H. S. on Proposal 3 at the EGM.
ISS noted regarding Onexim’s first proposal to amend Norilsk Nickel’s Charter with the respect to the minimum number of Board members needed to approve resolutions: “We do not see why the proposed amendment would be necessary at MMC Norilsk Nickel…We do not see a convincing reason why a large number of executive powers should be transferred from the company's management to its board of directors. As explained by the company, should this proposal be approved, the board would have to address approximately 2,000 additional issues every year, which would severely overburden the board and likely lead to its inefficiency.”
Further with respect to Proposal 2 to terminate the current Board members’ term of office, ISS stated, “…it appears that the proposing shareholder does not have a compelling proposal for shareholders, and that the best way to protect shareholders' interests is to make sure that independent directors remain on the board….We do not believe that Onexim Group's proposal to terminate the current board is sound. Therefore, we recommend a vote against item 2 at this meeting.”
Lastly, in the event that Proposal 2 passes at the EGM, ISS stated, “…as, in our view, only independent directors are likely to act on behalf of all shareholders, we recommend that shareholders cumulate their votes for the two independent incumbents … de Selliers (item 3.6) and Schimmelbusch (item 3.21)…”
Denis S. Morozov, General Director of Norilsk Nickel, commented: “We are gratified that ISS, the leading voice in corporate governance, recognizes the vital role that independent directors serve at Norilsk Nickel in representing the best interests of the minority shareholders. We strongly agree with ISS that Onexim Group’s proposals should be rejected by the shareholders and that the Company’s charter and board are well balanced.”
Stockholders are encouraged to vote as soon as possible. ADR holders should sign, date and return the proxy card in the envelope provided to them. Ordinary shareholders should contact their proxy voting execution service or custodian to determine applicable voting deadlines to ensure that shareholders’ voting instructions are received in time to be validly cast at the EGM.
Individual shareholders needing assistance in completing their proxy cards should contact Norilsk Nickel’s agent, Innisfree M&A Incorporated, at: toll-free 1-888-750-5834 in the United States or Canada; free phone 00 800 7710 9970 in Europe; or collect +1 412 232 3565 elsewhere. Institutional holders should contact: Julie Selby +44 (0)20 7710 9960 in London or Arthur B. Crozier +1 212 750 5833 in New York.
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