The Investor Protection Association made an announcement in the mass media drawing public attention to the irregularities in the the course of election of the Board of Directors of the holding «Sibirsky Tsement»

28-11-2013
- one of the largest producers of cement and construction materials in the Siberian region. The Association calls for an extraordinary shareholders meeting for purposes of duly election of the Board of Directors. Please find below the full address.
____________________________________________________________________
The Investor Protection Association (IPA) closely monitored the process of preparation for and conducting of elections to the Board of Directors of the holding «Sibirsky tsement» that took place on July 27, 2013. We singled out a number of conditions, which, in our opinion, are crucial for guaranteeing objectiveness of the election process: ensuring full compliance of the voting procedure with the election standards, prevention of possible violation of shareholders rights in the course of the election process.
According to the information available to the IPA, none of the aforementioned conditions were met during the voting procedure on July 27, 2013.
Among the factors that could have affected the eventual voting results one should mention the composition of the vote counting commission, which included representatives of the legal department of the company directly controlled by the major shareholder of OJSC «Holding company «Sibirsky tsement» O.V. Sharykin, as well as representatives of the controlled company – FPS «Sibkonkord».
By results of the meeting minority shareholders received no seat on the Board despite the fact that the number of voting shares allowed obtaining two seats out of five on the Board of Directors. We believe that this is a clear evidence of deliberate violation of the voting procedure in the course of elections to the Board of Directors of the holding.
 
The IPA revealed abuses in the process of compiling the voting lists. It is a common practice that minority shareholders, namely all institutional investors using services of international providers ensuring execution of their voting rights, give their voting instructions proceeding from the number of the candidate on the list (it is exactly the way the voting system of such providers is functioning). This list is to be provided by the issuer in advance. The IPA believes that representatives of the holding responsible for convening of the meeting were aware of such voting practice common for minority shareholders. Nonetheless, the holding made changes to the list shuffling candidates on the voting ballot as compared with the way the candidates were placed on the lists previously provided to shareholders.
 
The IPA is convinced that there was deliberate intent behind discrepancies between the list of candidates to the Board of Directors as given in the voting ballot and the general list of candidates provided earlier (based on which the minority shareholders issued their voting instructions), which is unacceptable. As a result of such incongruence between the lists, while voting based on the number of the candidate in their systems (the data into which were input according to the materials provided by the holding), providers gave their votes for the wrong candidates instead of those, whom minority shareholders actually intended to support. 
 
The Investor Protection Association (IPA) appeals to shareholders of OJSC «Holding company «Sibirsky tsement» to conduct an extraordinary shareholders meeting for purposes of new election to the Board of Directors engaging an independent observer from each candidate to the Board of Directors to participate in the whole process of convening and conducting the meeting. Otherwise, the IPA reserves the right to employ any legitimate means to have respective decision taken.
+7 (495) 510-53-06 Contact us | Join us