Gazprom’s Dividend Policy is being brought to the best corporate governance practices

Mikhail Kuznetsov

Mikhail Kuznetsov, Director General, Corporate Development Center of the Independent Directors Association

The changes proposed by Gazprom for the Dividend Policy may generally be assessed as positive. An important factor for investors is that the financial instruments’ profitability is reasonably predictable. No doubt that calculation transparency enhances the predictability.

In the previous Dividend Policy the payout ratio was linked to the Company’s capitalization which fell short of the best corporate governance practices since the capitalization is affected by a variety of other factors, apart from profit, such as the amount and the timeframe of specific dividend payouts with the market behavior being most important. Therefore, the previous Dividend Policy hindered more or less accurate estimation of a dividend payout level.

The proposed version of the Dividend Policy offsets these deficiencies and introduces the payout corridor.

However, to our opinion, a number of issues still require adjustment. In particular, pegging the dividend payout ratio to RAS net profit may further spring “paper mines” triggered primarily by the financial investment overestimation. The new Dividend Policy provision stipulating that net profit may be adjusted for the financial investment revaluation requires clarification of the appropriate procedure as the adjustment may both positively and negatively affect the dividend payout ratio.

It would be preferable that large and influential Russian companies use the IFRS as the basis for their dividend policies.

More accurate regular statements by top management with regard to the Company’s financial policy and its major investment projects would contribute to better predictability of the Gazprom securities.

I would like to note as well that the previous Dividend Policy contained no exact schedule for dividend payouts (it was only noted that the fiscal year end was the payout deadline). Setting a reasonable deadline for dividend payouts would improve the Company’s credibility among shareholders and investors.

Oleg Mazurov

Oleg Mazurov, Director General, Allianz ROSNO Asset Management

We welcome Gazprom’s actions aimed at raising the possible dividend payouts. This will boost the Company’s investment attractiveness. Gazprom is a major Russian company indicating the situation in the entire country. For this very reason a clear and transparent policy of Gazprom is so crucial for Russian and foreign investors.

An increase in the maximum dividend amount from 30 to 35 per cent is not too much, actually. In any case, it is important as a market trend. Besides, we think that giving up the link between the dividend calculation and the market capitalization is also the right thing to do. Profit adjustment for the Company’s investment revaluation will make the dividend calculation process more objective. This approach meets the best corporate practices. The next appropriate step would be a transition to IFRS profit as the basis for the dividend calculation. We’ll welcome this decision if it is taken.

No doubt, investors are foremost interested in the dividend amount in absolute terms, therefore I hope the increase in the upper limit of payouts and the introduction of adjustments will cause a real growth of dividend payouts that will certainly improve the attractiveness of Gazprom’s shares.

Pavel Teplukhin

Pavel Teplukhin, Independent member of VTB’s Supervisory Board, member of Aeroflot’s Board of Directors, Chairman of the Investment Policy Committee under Rusnano’s Supervisory Board, Independent expert

The proposed changes in Gazprom’s Dividend Policy bring it to the best corporate governance practices applied in Russia and internationally.

The decision to break away from linking the dividend calculation to the market capitalization is absolutely right. The crisis has shown that the capitalization may significantly fluctuate and can hardly be regarded as an indicator of the Company’s real financial state.

An increase in the maximum dividend payout from 30 to 35 per cent of net profit is a positive moment as well. At the same time, both figures look quite impressive far exceeding the payouts of most public companies today. Therefore, they should be regarded as an implicit ceiling. It is much more important to practically channel some reasonable market share for dividends distribution.

Another absolutely reasonable step is the net profit adjustment for the financial investment revaluation when calculating the dividend amount. This should have been done a long time ago since, as we all know, international accounting standards stipulate financial investment revaluation. Thus, changes in the Dividend Policy can’t be regarded as revolutionary – these are long-expected and consistent decisions bringing it to the best international practices.

The opinions expressed in this section may not necessarily coincide with the official position of Gazprom