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31.01.2012
State Property Management Agency enlists directors: Rostelecom BoD to see state observer

RBC Daily, Elizaveta Sergina


The board of director of Rostelecom may receive a director that will be accountable to the state for the results of meetings held. The State Property Management Agency, which recently became the holder of a 7.43% stake in the operator, is to select an appointee for this role among its board members.

Rostelecom should determine candidates to be put forward for the operator’s board of directors before March 1, sources close to the company told RBC Daily. According to instructions by the president, no state officials are to be appointed. However, the State Property Management Agency, which now holds a direct stake in Rostelecom, will enter into a special contract with one of the elected directors, RBK Daily’s source said. “The director that signs this contract should be regularly accountable to the State Property Management Agency about the results of meetings. This director could also become a so-called agent and vote on some issues in line with a directive from the State Property Management Agency, but this issue has not been completely worked out”, one of the sources said.

Chairman of the board of directors Ivan Rodionov said that this is ‘standard procedure’. The same mechanism is currently used at many state companies, including Rostelecom’s parent company Svyazinvest.

A source at the company confirmed that all documents should be submitted by the end of February. “The first applications from shareholders have already come in”, noted Rostelecom spokesman Oleg Rumyantsev, without specifying who exactly would be putting forward nominees for the board. RBC Daily was unable to reach representatives of State Property Management Agency yesterday.

As RBC Daily was told, members of the Investor Protection Association (IPA) would put forward their nominee. People at IPA declined to comment on this issue, promising to release the name of their candidate at a later time. Rostelecom’s Investors Association, which is headed by former Svayzinvest general director Evgeny Yurchenko, has still not decided whether it will put forward its candidate, a source close to the association said.

The State Property Management Agency recently received a 7.43% stake of common shares in Rostelecom from the Deposit Insurance Agency (DIA). The securities were assigned at the same price for which DIA purchased this block of shares, i.e. RUR 230 apiece (RUR 50.278 for the whole equity stake). The shares were assigned as part of a deal to reduce the state corporation’s RUR 50.278 proprietary contribution. Before the equity stake was assigned, DIA tore up a contract with VEB on trust management of these shares, which the agency had entered into six months ago. Direct ownership of DIA’s equity position will ensure state control over the merged Rostelecom, which market participants feared could be lost. DIA had requested the state on numerous occasions to remove its holding in Rostelecom.

The board of directors of Rostelecom consists of 11 people. Any shareholder with a stake exceeding 2% is eligible to put forward its candidates for the board.