1st Jul 2020 11:14
(Alliance News) - Russia-focused gold miner Petropavlovsk PLC on Wednesday said it has appointed Martin Smith as a non-executive director and Pavel Maslovskiy as chief operating officer, with immediate effect.
Smith, Petropavlovsk noted, will be appointed as a "temporary director". He has held roles at "some of the world's largest mining companies", the firm explained, and was formerly deputy chief executive officer at Petropavlovsk.
The company added that Maslovskiy's appointment is in a non-director capacity and will remain part of the company's executive committee.
As will Danila Kotlyarov, who also remains its chief financial officer.
A motion to re-elect Kotlyarov, the company said yesterday, was rejected by shareholders at its annual general meeting. As were motions to re-elect its CEO, chair designate and several other directors.
Proposals by the board to re-elect or re-elect Pavel Maslovskiy as CEO, Danila Kotlyarov as chief financial officer, Fiona Paulus as chair designate, Harry Kenyon-Slaney as senior independent director, Robert Jenkins as audit committee chair, Damien Hackett as risk committee chair, and Timothy McCutcheon as director were voted against.
Petropavlovsk announced the election of a new chair, chief executive and two directors on Tuesday, but said it believes the voting process at its annual general meeting to appoint the new board members was skewed.
Alya Samokhvalova will step into the role of chief executive, Peter Hambro will become non-executive chair, with Angelica Phillips and Johnny Smith becoming independent non-executive directors.
Petropavlovsk said its analysis of the voting showed that votes cast against the existing board members were cast almost entirely by four shareholder groups - Joint Stock Company Uzhuralzoloto Group of Cos which accounted for 22%, Everest Alliance and Slevin, which accounted for 12% combined, and Fortiana Holdings which accounted for 5%.
Aside from the motions to re-elect several board members, two other proposals were rejected at the AGM, Petropavlovsk noted on Wednesday.
A bid to approve the directors' remuneration policy was rejected by 58% of voters, and a proposal to authorise the directors to allot shares, up to two-thirds of its capital drew the ire of 76% of voters.
The company said: "Following the events from the voting at the company's AGM, the company has formed an interim board which complies with the rules and regulations of the UK Corporate Governance Code. Petropavlovsk will endeavour to discuss the next steps with all of its key shareholders ahead of the calling for a general meeting to constitute a board which is not only aligned with the wishes of all of its stakeholders, but will also provide the highest levels of corporate governance and stakeholder protection.
"In respect of resolution 20 relating to the authority to issue shares, the authority sought by the company is aligned with the Investment Association's share capital guidelines and market practice for FTSE listed companies. Given that this resolution failed, the board will also consult with shareholders to understand their concerns in this respect."
Elsewhere in the AGM, a motion to elect Ekaterina Ray as a director, to approve new articles of association and a proposal to authorise the directors to allot shares, up to one-third of its capital, received less than 80% of voter support.
"In the coming months, the Board will undertake consultations with the company's shareholders to address any concerns they may have. Once the overall picture has been assimilated, the company will report to the market on the views received and actions undertaken," Petropavlovsk explained.
Shares in the company were 0.4% lower at 25.00 pence each in London on Wednesday morning.
By Eric Cunha; [email protected]
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