18.12.2008, 14:41
Interros Welcomes Decision by Glass Lewis & Co
OREANDA-NEWS. On December 16, 2008 Interros, the largest shareholder in OJSC MMC Norilsk Nickel, welcomed the decision by Glass Lewis & Co to recommend that minority shareholders cumulate their votes in support of Gerard Holden and Brad Mills as independent directors. Glass Lewis is the second leading advisory firm to recommend that shareholders cumulate all their votes for Holden and Mills. RiskMetrics Group, formerly known as Institutional Shareholder Services (ISS), made the same recommendation to its clients last week, reported the press-centre of Interros.
In a report ahead of the Extraordinary General Meeting called for December 26, 2008 to elect a new 13-member Board, Glass Lewis, a leading independent proxy advisory firm, notes that Mr Mills and Mr Holden will “bring a much-needed breath of fresh air to the board”.
The report states: “Nominees Holden and Mills are qualified independent nominees who, in our view, should bring innovative ideas and a new perspective to the board.”
“With the other board additions, including at least two more independent directors, the newly composed board should be in an advantageous position to put the Company back on the right track.”
In addition, given the cumulative voting system in Russia, Glass Lewis suggests that minority shareholders should cast all their votes for Mr Mills and Mr Holden. They advise:
“While we would normally recommend voting for more independent directors on the board, we recognise that due to the cumulative voting system in Russia, major shareholders are able to vote for their own nominees to the board regardless of how minority shareholders vote. Spreading the votes amongst too many candidates runs the risk that a candidate will not receive enough support to be elected. Accordingly we recommend shareholders cumulate their votes [for nominees Holden and Mills].”
Andrei Bougrov, managing director of Interros, said: “Interros is committed to protecting minority shareholder rights, and supports the creation of a balanced Board with strong independent directors to help ensure stability in the company. We are pleased that Glass Lewis has recommended that investors cast their votes in favour of Gerard Holden and Brad Mills and share the view that they will add valuable expertise to the board of Norilsk Nickel”.
In a report ahead of the Extraordinary General Meeting called for December 26, 2008 to elect a new 13-member Board, Glass Lewis, a leading independent proxy advisory firm, notes that Mr Mills and Mr Holden will “bring a much-needed breath of fresh air to the board”.
The report states: “Nominees Holden and Mills are qualified independent nominees who, in our view, should bring innovative ideas and a new perspective to the board.”
“With the other board additions, including at least two more independent directors, the newly composed board should be in an advantageous position to put the Company back on the right track.”
In addition, given the cumulative voting system in Russia, Glass Lewis suggests that minority shareholders should cast all their votes for Mr Mills and Mr Holden. They advise:
“While we would normally recommend voting for more independent directors on the board, we recognise that due to the cumulative voting system in Russia, major shareholders are able to vote for their own nominees to the board regardless of how minority shareholders vote. Spreading the votes amongst too many candidates runs the risk that a candidate will not receive enough support to be elected. Accordingly we recommend shareholders cumulate their votes [for nominees Holden and Mills].”
Andrei Bougrov, managing director of Interros, said: “Interros is committed to protecting minority shareholder rights, and supports the creation of a balanced Board with strong independent directors to help ensure stability in the company. We are pleased that Glass Lewis has recommended that investors cast their votes in favour of Gerard Holden and Brad Mills and share the view that they will add valuable expertise to the board of Norilsk Nickel”.
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