Glass Lewis Proposes Voting FOR on All Items of AGM Agenda
OREANDA-NEWS. June 19, 2008. MMC Norilsk Nickel (Norilsk Nickel or the Company) is pleased to announce that according to the recent report issued by Glass Lewis consultants, shareholders are advised to vote FOR on all items of the agenda of MMC Norilsk Nickel Annual General Meeting of shareholders (the AGM) scheduled for June 30, 2008. These recommendations are consistent with advice previously published by the Company’s Board of Directors and with recommendations issued by RiskMetrics/ISS, the world’s leading independent provider of corporate governance and proxy voting advisory services.
"We are grateful to Glass Lewis for supporting our efforts aimed at the improvement of corporate governance standards at Norilsk Nickel", - said Denis Morozov, General Director of the Company.
"With respect to the election of Directors at the AGM, Mr. Morozov continued, it is vitally important that as many truly independent Directors as possible be elected at the AGM. The Board recommended that shareholders follow the recommendation on cumulation of votes among director candidates issued by RiskMetrics/ISS Governance Services. The Board believes that because of its preeminent standing in this area and the close attention its analysts have paid to the situation at Norilsk over the last several years, under Norilsk Nickel’s current circumstances RiskMetrics/ISS is the best source of well-informed advice for minority shareholders".
RiskMetrics/ISS recommended that shareholders cumulate all of their votes evenly between two independent directors – Guy de Selliers and Heinz C. Schimmelbusch – without splitting their votes among other candidates. Glass Lewis recommended shareholders vote for Mr. de Selliers and another nominee.
While acknowledging high qualifications of Messrs. Ugolnikov, Burt and Levitt, RiskMetrics/ISS believes that Guy de Selliers and Heinz C. Schimmelbusch are not merely the most experienced independent directors on the Board of MMC Norilsk Nickel but also that their independence is recognized by both Interros Holding Company and UC Rusal. Mr. de Selliers is a prominent expert in finance and consulting, Chairman of the Audit Committee and Independent Directors Committee of the Board of Directors. Mr. Schimmelbusch possesses unique experience in mining and metals sector, holds leading management positions at two mining and metal producing companies - Timminco Ltd (Canada) and Mettalurg Inc, and is a member of Norilsk Nickel’s Committee of Independent Directors.
Norilsk Nickel would like to draw minority shareholders’ attention to the fact that if they vote for more than two candidates, under the cumulative voting process that will be used to elect directors and the large holdings by other shareholders, it is highly probable that their votes will be diluted resulting in the election of fewer independent directors to represent minority shareholders on the new board of Norilsk Nickel.
Therefore, the management of Norilsk Nickel strongly recommends that all shareholders take part in voting and cast their votes as previously advised by the Board of Directors on June 4, 2008; i.e. cumulate all of their votes for independent directors – Guy de Selliers and Heinz C. Schimmelbusch - following the recommendations of RiskMetrics/ISS.
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