OREANDA-NEWS  On 16 October was announced, that UC RUSAL, which owns a 25% plus two shares stake in Norilsk Nickel, requested an Extraordinary General Meeting (EGM) of Norilsk Nickel’s shareholders to elect a new, expanded Board of Directors that will represent the interest of all shareholders. UC RUSAL believes the current board has demonstrated that it is incapable of acting in the interests of all shareholders, has abused corporate governance principles and presided over the destruction of significant shareholder value. Following consultations with Norilsk Nickel’s minority shareholders, UC RUSAL is proposing Luca Cordero di Montezemolo, Tye Burt and James Goodwin as independent non executive directors of the new Board.

UC RUSAL has today sent a notice to the Chairman of Norilsk Nickel demanding to convene an Extraordinary General Meeting to terminate the term of office of the existing Board of Directors and elect 13 members to a new, expanded board in accordance with the decision approved by the Annual General Meeting on 30 June 2008.

UC RUSAL believes that the current Board, controlled by Vladimir Potanin’s Interros, has presided over a litany of corporate governance abuses which have led to widespread departures of senior management, damaged confidence in Norilsk Nickel and destroyed value for its shareholders. 

Alexander Bulygin, UC RUSAL’s CEO, noted, “The ultimate goal of changing the Board of Directors is to improve the governance of Norilsk Nickel at the corporate and operational level and this change should provide for its sustainable development and fair value of the company in the interests of all shareholders”.

At the end of September, Norilsk Nickel announced its decision, without consulting other shareholders or the Board, to use cash from its subsidiaries to buy back Norilsk Nickel’s shares. UC RUSAL believes this is a serious violation of corporate governance principles and minority shareholders’ rights. UC RUSAL believes that the only goal of the buyback was to concentrate further Vladimir Potanin’s control over Norilsk Nickel.

Norilsk Nickel requires a fresh start to introduce high standards of corporate governance, the appointment of a stable, well qualified senior management team and the development of a sustainable growth strategy that can deliver value for all shareholders.  To achieve these objectives, it is necessary to elect a new Board of Directors and to dismiss the current Board. Following extensive consultations with Norilsk Nickel’s minority shareholders in recent months, UC RUSAL is convening an EGM with the intention to elect a new 13 member board that includes truly independent non executive directors.
 
These new independent nominees suggested by UC RUSAL include: Luca Cordero di Montezemolo, Chairman of FIAT, the leading Italian Industrial and Automotive group; Tye Burt, President and CEO of Kinross Gold, one of Canada’s major mining companies; and James Goodwin, the founder and managing member of Half Moon LLC, a private investment management company, and an earlier partner of Gleacher & Co. Inc., the investment banking boutique.

Luca Cordero di Montezemolo said: “The position of an independent director in one of the Russia’s greatest companies presents both challenges and responsibilities.  I hope that my experience of leading great Italian companies through some testing times would be of value to Norilsk Board in today’s uneasy economic environment.” 
 
“In these difficult markets, good governance and transparency are valued at a premium. New independent directors on the Norilsk Nickel Board will improve investor confidence and help position the company for the future,” added Tye Burt.

“With a focus on good corporate governance practices, the independent directors can act as catalysts to achieve better management and a higher stock price for the benefit of all shareholders,” concluded James Goodwin.

Biographies of the candidates

Luca Cordero di Montezemolo is chairman of FIAT (since 2004).  He has been chairman of Ferrari since 1991. He was also president of Italian business lobby Confindustria from 2004 to 2008 and of the Italian Federation of Newspaper Publishers (FIEG) until 2004. Since 2004, he has also been president of the Guido Carli Free International University for Social Studies (LUISS).

Throughout the 1980s, Luca Cordero di Montezemolo occupied a number of positions in the huge FIAT empire, including CEO of the Cinzano drinks company and CEO of the Itedi publishing company. During the 1990s he resurrected the Ferrari road car business from heavy debts into solid profit. Under Luca Cordero di Montezemolo, the Ferrari Formula One team won the World Drivers Championship in 2000, for the first time since 1979. He graduated from University of Rome and Columbia University in New York.

Tye Burt is President and Chief Executive Officer of Kinross Gold Corporation, the fifth largest producer of gold in the world (since March 2005). In three years Kinross has seen its market capitalization grow from USD 2 billion to over USD 10 billion. Mr. Burt is a director of NRX Global Corporation and a member of the Board of Governors of the University of Guelph.

Prior to that, Mr. Burt held the position of Vice Chairman and Executive Director of Corporate Development of Barrick Gold in 2002 - 2004. In 2002, he was Principal, Harris Partners Limited (investment banking) consulting on a full time basis to Barrick Gold. In 2000-2002, he was President of Cartesian Capital Corp. Mr. Burt was a director and Vice Chairman of the audit committee of the Ontario Financing Authority. Mr. Burt is a member of the Law Society of Upper Canada and holds a degree from Osgoode Hall Law School and the University of Guelph.

James Goodwin is the founder and managing member of Half Moon LLC, the investment management company.  Mr. Goodwin was an earlier partner in Gleacher & Co. Inc. a noted mergers and acquisition firm in the 1990s where he served as a managing director (1990 – 1998). Previously, he was vice president of Morgan Stanley & Co. (1984 – 1989).

In 1999 – 2007, he was a Board Member and Chairman of Audit Committee of the Champps Entertainment Inc., a restaurant group and a board member of Kiewit Materials Group, a building materials company, in 2000 -2002. In 1993, Mr. Goodwin served as Special Advisor to the White House Chief of Staff Thomas M. McLarty. He is also Council Member of The David H. Koch Institute for Integrative Cancer Research at Massachusetts Institute of Technology and Advisory Council Member of Morgan Stanley Children’s Hospital of New York. James Goodwin holds degrees from Virginia Polytechnic Institute and Stanford University.