RusAl, the world's largest aluminum producer and owner of a 25 percent stake in Russia's top nickel producer Norilsk Nickel, has requested an extraordinary meeting of the miner's shareholders to elect a new board, RusAl said on Thursday.
"RusAl is wary that Norilsk managers may soon announce a purchase by Norilsk's subsidiaries of their shares using funds of all shareholders, but in the management's interest under the guise of a desire to increase the company's value," RusAl said in a statement.
RusAl claimed an interview with the Wall Street Journal by Vladimir Potanin, head of Interros, another core Norilsk shareholder, confirmed such intentions.
RusAl has proposed terminating the powers of the current board, controlled by Interros and Norilsk managers, to stop the process and ensure election of those who will stick to corporate governance rules and protect rights of all shareholders, RusAl said.
Last week, Norilsk Nickel offered to buy RusAl's stake in the company for $12 billion. The offer is valid until 3 p.m., December 28.
RusAl said it was worried by Norilsk management signing a deal with Trafigura Beheer BV on a sale to it of American Depositary Receipts equaling about 8% percent of Norilsk's stock which happened simultaneously with the $12 billion offer.
RusAl said the deal had not been approved by the board of directors, its details were murky and Trafigura may not be the end buyer of the shares, while a company friendly to Norilsk or Potanin may have financed the purchase.
"Taking sales decisions without a board of directors approval is a serious breach of corporate governance standards," RusAl said.
"It is obvious that company management had started consolidating Norilsk shares using the company's balance for its own ends ahead of an annual shareholders' meeting in June 2011 to ensure the election to the board of a necessary number of directors representing management to block the replacement of the general director which, according to Norilsk's charter, requires a qualified majority of elected directors," RusAl said.
RusAl, controlled by billionaire Oleg Deripaska, and Interros have been embroiled in a shareholder row after RusAl lost one seat on Norilsk's board at a June annual general meeting, while Interros increased its representation. RusAl has accused Interros of ruining agreed board parity and the board of directors of vote fraud.
MOSCOW, December 23 (RIA Novosti)
