Sistema Board Recommends to the AGM to elect three new Independent Directors
Moscow, Russia- May 31, 2012 - Sistema JSFC ("Sistema" or the "Company") (LSE: SSA), the largest diversified public financial corporation in Russia and the CIS, today announces that its Board of Directors (the "Board") has recommended to the Annual General Meeting of shareholders ("AGM") that the Company's Board is expanded to 13 members. The agenda for the AGM, scheduled to be held on June 30, 2012, has been updated accordingly.
The following composition of the Board is proposed:
- Vladimir Evtushenkov
- Alexander Goncharuk
- Brian Dickie
- Dmitry Zubov
- Vyacheslav Kopiev
- Robert Kocharyan
- Jeannot Krecké
- Roger Munnings
- Evgeny Novitsky
- Marc Holtzman
- Serge Tchuruk
- Mikhail Shamolin
- David Yakobashvili
With the arrival of Brian Dickie, Jeannot Krecké and Marc Holtzman the number of Independent Directors on Sistema's Board will expand to eight.
Vladimir Evtushenkov, Chairman of the Board of Directors of Sistema, commented: "The addition of new Independent Directors on the Company's Board, who have a wealth of experience and expertise in the investment industry, will allow us to strengthen the strategic focus of Sistema as an investment company, and enhance our commitment to following best practices in corporate governance."
Brian Dickieworked at Investcorp, a leading provider of alternative investment products in 2003-2012, serving as Managing Director of Private Equity (2003-2007) and Senior Adviser (2007-2012). His experience at Investcorp includes turnarounds, restructurings, acquisitions and exits. He was also involved in due diligence and thesis development on new deals. Between 1982 and 1998 Brian Dickie held various position at one of the largest consultancies Booz Allen Hamilton, serving in the end as President and COO of the company. He has a substantial consulting experience on strategy and operations with major corporations and government in the USA, Asia Pacific and Europe.
Since 2007, Mr. Dickie is Chairman of Moody International Ltd, a UK-based global provider of technical inspection services to the oil and gas industry. Additional current directorships include Polyconcept Group, a France-based large global supplier of promotional goods, and Autodistribution S.A., the largest independent distributor of auto parts in France and Poland. Former board directorships of Mr. Dickie include Software Spectrum, a Fortune 1000, Nasdaq-listed company later acquired by Level 3; Welcome Break, the motorways services operator; Helly Hansen, a Norway-based global ski-wear company; Hilding Anders, the largest European bed and mattress manufacturer; Gerresheimer Glas GmbH, a Germany-based international manufacturer of pharmaceutical glass.
Brian Dickie also held various non-profit roles including London Symphonic Orchestra and Campaign for Integrated Education in Northern Ireland and was previously a member of the Executive Board of Dallas Symphony, and a member of Advisory Boards of INSEAD and Harvard Business School.
In 1976, Brian Dickie graduated from Oxford University with an MA degree in English Literature. Two years later, he received an MBA degree from Harvard Business School.
Jeannot Krecké was born in 1950 in Luxembourg. He was a member of the Chamber of Deputies of Luxembourg, and Chairman of the parliamentary group of Luxembourg Socialist Workers' Party. Mr. Krecké co-authored the manual on taxation in Luxembourg, as well as books on tax control and the report dedicated to tax fraud. From 2004 to 2011, he served as Minister of the Economy and Foreign Trade of Luxembourg and Minister of Sport in 2004. Jeannot Krecké also represented the Luxembourg government at the Council of Ministers of the European Union.
He is actively involved in the fight against Alzheimer's and in 1987 co-founded the Alzheimer Association Luxembourg, which he chaired until 1997, prior to leading the Alzheimer Foundation in Luxembourg.
Between 1970 and 1977, Mr. Krecké was a member of the Luxembourg national football team. In the 1980s, he was part of the transatlantic and polar sailing expeditions to Greenland and Spitzberg.
Jeannot Krecké graduated from the Free University of Brussels. He took various courses in the USA, where he specialised in economics, accounting and taxation.
Marc Holtzman is Vice Chairman of Barclays Capital. Prior to jining Barclays Capital in August 2008, Marc Holtzman served as Vice Chairman of ABN Amro Bank. Previously, as a co-founder and President of MeesPierson EurAmerica (a firm which was acquired by ABN Amro) and as Senior Adviser to Salomon Brothers, he lived and worked in Eastern Europe and Russia from September 1989 until October 1998.
Drawing on his early experience in helping to develop Central Asia's finance sector, Mr. Holtzman was appointed by Kazakhstan's Prime Minister to serve on the Board of Trustees of the Almaty Regional Financial Centre. In addition, Mr. Holtzman serves as non-executive Chairman of Indus, a leading oil and gas company listed on London's AIM market with a market capitalisation of approximately US$ 2 billion. Mr. Holtzman also serves on the Board of Directors of Prospect Global Resources and on the Board of Directors of the Bank of Kigali, Rwanda's largest commercial bank.
From 2003 to 2005, Mr. Holtzman was President of the University of Denver and previously to that he served in the Cabinet of Governor of Colorado as the first Secretary of Technology. He was also a co-founder of the Denver School for Science and Technology, where Bill and Melinda Gates made the initial seed contribution.
Marc Holtzman holds a BA degree in Economics from Lehigh University.
For further information, please visit www.sistema.comor contact:
Tel.: +7 (495) 692 1100
Tel.:+7 (495) 730 1705
Sistema is the largest diversified public financial corporation in Russia and the CIS, which invests in and is a major shareholder of companies serving over 100 million customers in the sectors of telecommunications, high technology, oil and energy, radars and aerospace, banking, retail, mass-media, tourism and healthcare services. Founded in 1993, the company reported revenues of US$ 33.0 billion for the full year of 2011, and total assets of US$ 43.9 billion as at December 31, 2011. Sistema's global depository receipts are listed under the symbol "SSA" on the London Stock Exchange. Sistema's ordinary shares are listed under the symbol "AFKS" on the MICEX-RTS Stock Exchange, and under the symbol "SIST" on the Moscow Stock Exchange (MSE). Sistema was ranked number 342 in the 2010 edition of the Fortune Global 500 list. Website: www.sistema.com
Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of Sistema. You can identify forward looking statements by terms such as "expect," "believe," "anticipate," "estimate," "intend," "will," "could," "may" or "might" the negative of such terms or other similar expressions. We wish to caution you that these statements are only predictions and that actual events or results may differ materially. We do not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, general economic conditions, our competitive environment, risks associated with operating in Russia, rapid technological and market change in our industries, as well as many other risks specifically related to Sistema and its operations.
This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares or other securities of JSFC Sistema and/or any of its subsidiaries and affiliated companies, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the shares or securities of JSFC Sistema and/or any of its subsidiaries and affiliated