Russian Central Bank limits foreign shareholder voting rights

By bne IntelliNews October 8, 2015

Jason Corcoran in Moscow -


New regulations introduced by the Central Bank of Russia (CBR) make it more difficult for foreign shareholders to vote at annual general meetings, dealing a fresh blow to corporate governance standards that have suffered in successive recessions.

The disclosure requirements, which partially came into force in July, oblige foreign shareholders of Russian companies to emerge from the shadows and to provide more information about their identities.

Many shareholders are refusing to fulfil the new legal provisions requiring fuller disclosure. Voting proxy companies can't vote on their behalf and are being locked out of crucial corporate decisions, and run the risk of not receiving dividends for their clients.

As a result of the new requirements, participation in voting at annual general meetings has fallen by up to 30%, according to Bank of New York Mellon, a leading custodian bank which acts on behalf of stockholders.

Representatives from Norilsk Nickel told delegates at a Moscow investor conference in early September that they had difficulty in reaching a quorum because of the new law.

The authorities want to force investors to make direct purchases of shares and to abandon the depositary receipt route. They are trying to expose opaque "grey schemes" that allow the real owners of shares to remain in the shadow.

But the custodians and registrars argue that the CBR is throwing the baby out with bathwater as the procedure is killing voting by minorities at a time when Russian companies are trying to wriggle out of their obligations. Logistically, keeping track of the owner of securities can be difficult when they change so quickly as hedge funds buy, sell and flip.

The last economic crisis in 2008 led to many corporate governance flare-ups when oligarch owners ran rough-shod over corporate governance rules. Prosperity Capital, one of the largest foreign portfolio investors, suffered the most because of cancelled buybacks by oligarch Mikhail Prokhorov and Leonid Lebedev's utility TGK-2.

Blatant corporate governance abuses are still frequent even though Dmitry Medvedev made reforms a central plank of his drive to transform Moscow into a financial centre while he was president from 2008-2012.

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