Petropavlovsk PLC's two main proxy advisory firms, Glass Lewis & Co. and Institutional Shareholder Services Inc., urged company shareholders to strike down a resolution to replace the entire board at the next annual general meeting.
In a June 18 release, the Russia-focused gold miner said the two firms made the comments in reports published last week.
The firms' recommendations opposed a requisition filed by shareholders CABS Platform Ltd. and Slevin Ltd. to remove all existing directors and appoint former board members Pavel Maslovskiy, Roderic Lyne and Robert Jenkins in their stead. Slevin and CABS hold a combined 9.11% interest in the gold miner.
Glass Lewis said the requisition to overhaul the board lacked rationale, especially considering the company's "poor performance" under the previous board.
ISS said the dissident shareholders had failed to put forward any compelling arguments to support the removal of the current board and signaled the lack of transparency around the opposing shareholders' ownership structure.
Both firms recommended electing Adrian Coates and Roman Deniskin as company directors and re-electing Bruce Buck, Garrett Soden and Ian Ashby.
Slevin and CABS have disclosed information regarding their shareholder structure. Petropavlovsk, however, argued that this is not enough, stressing the "extraordinary lengths" the requisitioners are going to conceal the identity of the true company owners.