The dispute between Mr Deripaska and Mr Potanin broke out anew last week when a vote at Norilsk’s annual general meeting saw Deripaska controlled Rusal’s presence on the board reduced to three, while Mr Potanin’s Interros won four.
Mr Voloshin – who had been installed as chairman as part of a Kremlin-brokered peace deal in 2008 – was voted out and he afterwards refused to sign off on the votes as acting chairman.
Deripaska's Rusal is seeking a bigger dividend payout from Norilsk, the world’s largest nickel producer. Deripaska has demanded Norilsk improve the profitability of its nickel and copper mining and sell its stake in U.S. precious-metals producer Stillwater Mining Co., as well as assets acquired when Norilsk bought Lion Ore Mining International Ltd. in 2007.
Deripaska, who was elected to Norilsk’s board last week, said he doesn’t envisage a repeat of the previous spat with Interros.
“I can’t see that they would go to such extremes,” he said. “We can restore Rusal’s position on the board.”
Rusal, the world’s largest aluminum producer, wants four to five people on the board and would be “happy” to have three independent directors, Deripaska said. “Seven out of 13” seats “would guarantee corporate governance is in place,” he said.
Andrei Kirpichnikov, a Moscow-based spokesman for Interros, declined to comment.
Vasily Titov, deputy head of VTB, a leading Russian bank with a big state shareholding, replaced Mr Voloshin as chairman at the vote last week. Investors, however, have questioned whether Mr Titov can be considered independent or not because Mr Potanin owes VTB billions of dollars in loans.
Deripaska said there was “no logic” to the actions of Interros at the board vote last week which he says breached the peace agreement which had set out parity representation on the board for both shareholder groups.Interros Holding Co. won four seats on the board while Rusal got three.
Rusal, controlled by Deripaska, said the outcome of the June 28 vote was the result of “manipulation” and it will call an investor meeting to re-elect board members. Voloshin’s candidacy had been agreed on with Interros and backed by the state, Rusal said last week.
Voloshin was the recommended candidate of state-owned Vnesheconombank, which lent Rusal $4.5bn at the height of the global financial crisis in 2008, taking its 25 per cent stake in Norilsk as collateral.Rusal said the candidacy of Mr Voloshin was not a condition of its $4.5bn loan agreement with VEB, merely that under the terms of the 2008 peace agreement Rusal was to agree with Interros on a candidate who was supported by the state.
Voloshin, once a chief of staff to Russian Presidents Vladimir Putin and Boris Yeltsin, refused to sign off on the protocol of the annual general meeting, citing what he said were violations of corporate best practices, the company's charter for the meeting and Russian corporate law.
With the move, rare in Russian corporate practice, Voloshin threw his voice in support of Rusal, which accused the management of the miner of "manipulation" in elections for the board.
The 2008 agreement between the two oligarchs was prompted by the global financial crisis. They were both to have four seats each on a new Norilsk board of directors, and the government one. Deripaska had sought to combine Norilsk with his United Co. Rusal. A combination of Norilsk and Rusal won’t be considered for the next three years, Potanin said at the time of the agreement.
