So I guess shareholders are supposed to feel more secure about any investment they make in Rosneft now that Donald Evans may be joining its board as chairman. According to Mr. Evans official White House biography, he has worked as an oil executive. During his time as Commerce Secretary he gained extensive experience in dealing with international trade issues by heading up trade missions to countries such as Russia. And, he also strongly believes in the free enterprise system, corporate accountability, and corporate stewardship. Given his impeccable credentials and beliefs, what shareholder or future shareholder in Rosneft would not feel more comfortable with Mr. Evans as its chairman? After all, Mr. Evans could be the watchful eye that nervous investors need should the state or other board members start any slight-of-hand shenanigans in the future. Or, in the alternative, he could be some delicious hand-made icing spread on a cake to make it taste and go down better. It has been my experience that serious investors are not that impressed with superficial schemes that companies use to make themselves look more attractive. Diligent investors cut through the icing and taste the cake. Having President Putin give his blessing to such a deal can be interpreted in different ways from a shareholders point of view. Given the Presidents outward support for protecting shareholders rights, an investor could conclude that the President is following through on his commitment by hiring such a high-profile person as Mr. Evans. After all, it appears that Mr. Evans is committed to good corporate governance. He believes in accountability to shareholders. He has obviously been exposed to corporations with bad and good corporate governance over the years. So, it follows he has an understanding of the many negative consequences corporate activities sometimes impose on shareholders interests. Thus, he would be a good representative for shareholders, including minority shareholders, should they need their interests promoted. However, Rosneft is currently preparing to sell part of its state-owned shares through an initial public offering (IPO). Any buyers would and should be wary of Rosnefts recent past. After all, it was only a year ago when Rosneft acquired Yuganskneftegaz by way of forced government auction. Many commentators have viewed that action as a power-grab by Mr. Putin to consolidate the states interest in vital industries; or else to send a message to overly powerful oligarchs to stay out of politics. Either way, such state action chills shareholders motivation to invest. They shy away when there is the possibility that any actor could so easily take assets away without shareholder input or a plan of compensation. Rosneft, then, looks a bit crumbly as cakes go. Mr. Evans could definitely help with Rosnets current appearance. Having been hand-picked by Mr. Putin, future shareholders could assume that the relationship between the two men would continue, hopefully harmoniously. Having such a relationship is a benefit to shareholders; giving them a quasi-link to the state should trouble arise. Mr. Evans could be the bulwark between shareholders and any state action. But, then again, Mr. Evans wont be much help if he lacks authority to make changes when situations involving shareholder issues arise. After all, what powers would he have as Rosnefts chairman? It may be just a ceremonial appointment, with real power still embraced by the boards state representatives; in other words, the Kremlin. Given that outside, independent directors are still not overly welcome under current corporate governance regimes in Russia, I think Mr. Evans powers could be minimized. His appointment would only work to benefit the Kremlin more than shareholders. In the long run, then, Mr. Evans would probably not be a good fit for Rosneft or its shareholders. |