Russian internet group Yandex announced that its management board approved targeted amendments to the company’s corporate governance structure, giving a new foundation with close ties to the Russian state a 'golden share', with special voting rights.
Yandex said the changes "seek to respond to an evolving regulatory environment while supporting the company’s business interests and the interests of all its stakeholders". The proposed amendments will be subject to shareholder approval at a meeting to take place on 20 December.
The proposal is to create a Public Interest Foundation (PIF), with no economic rights, but with certain limited governance rights. The company’s priority share, currently held by Sberbank, will be transferred to the PIF and its terms will be amended. The amended priority share will give the PIF the right to block the accumulation by a single entity, or a group of related parties acting in concert, of shares representing 10 percent or more of economic or voting interests in Yandex (compared with the current threshold of 25 percent).
The priority share will also give the PIF the right to make binding nominations of two members to the Yandex 12-person board.
The PIF will be governed by a board comprising 11 directors, including representatives from five leading Russian universities (Higher School of Economics, Moscow Institute of Physics and Technology, Moscow State University, St Petersburg State University and the St Petersburg National Research University of Information Technologies, Mechanics and Optics) and three non-governmental institutions (the Russian Union of Industrialists and Entrepreneurs (RSPP), Moscow School of Management Skolkovo and the Endowment of Moscow School #57. The PIF Board will also include three representatives of Yandex management (Arkady Volozh, Tigran Khudaverdyan and Elena Bunina).
