Norilsk Independent Directors Call for Probe

MOSCOW, Aug. 12 --Independent directors of Russian miner OAO Norilsk Nickel backed a request from major shareholder United Co. Rusal PLC for an external investigation into the company's board elections, calling for a new board.

Directors Gerard Holden and Brad Mills called for the company to make public "in full detail as soon as possible" the voting results and procedures from the company's annual general meeting in a letter to Norilsk's board.

The board of Norilsk has set Oct. 21 as the date for its extraordinary general meeting, when shareholders will vote on whether the current board should be removed, and if so, who will make up the new board.

"We view the request made by the independent directors as justified and well-reasoned, reflecting the interests of the minorities in this violent conflict of the core shareholders," Troika Dialog analyst Mikhail Stistkin said.

Aluminum giant Rusal, which owns about 25% of Norilsk, has voiced dissatisfaction with the outcome of Norilsk's annual meeting June 28, as well as with the company's strategy and management.

At the meeting, Rusal's board representation fell to three people from four, and Chairman Alexander Voloshin, whom Rusal supported, was ousted.

Rusal has repeatedly accused both Interros Group, the owner of another 25% stake in the company, and Norilsk management of irregularities during the meeting, and called for the company's Chief Executive Vladimir Strzhalkovsky to be replaced.

Rusal has already complained about the situation to the country's financial-markets watchdog and to Russian President Dmitri Medvedev. It has filed a request with the London Court of International Arbitration to resolve the dispute and called for a new general meeting.

Both Interros and Norilsk management deny any wrongdoing.

In their letter, Messrs. Holden and Mills said the next board should include four independent directors, instead of three, and that Rusal, Interros and Norilsk's management should each have three seats on the board.

Messrs. Holden and Mills also called on the board to consider either reselling an 8.5% treasury share stake back to the market, or to repurchase and cancel the shares. Norilsk management voted with the stake at the controversial June annual general meeting.

Norilsk confirmed that it has received the letter, but declined to comment further.