Oil Boss Stokes Controversy With £9m Pay Deal

Written By Unknown on Jumat, 21 Juni 2013 | 11.46

By Mark Kleinman, City Editor

The boss of a London-listed oil company is poised to reignite a row with leading shareholders by taking a $13.6m (£8.8m) pay and bonus package for last year.

Sky News has learnt that a growing band of shareholders in Gulf Keystone Petroleum, which focuses on oil exploration in Kurdistan, is agitating for widespread reforms of its boardroom governance and remuneration practices.

The latest row has been triggered by the disclosure that Todd Kozel, Gulf Keystone's chairman and chief executive, received a cash bonus of $4.5m (£2.9m) and share bonus of $8.4m (£5.4m) in addition to his $675,000 (£436,000) basic salary.

The details, buried in a statement released on Wednesday morning announcing the company's annual results, have infuriated leading investors.

Gulf Keystone disclosed in the statement that it had received a letter from M&G, the fund management arm of Prudential, proposing the election of four new non-executive directors at next month's annual meeting.

Capital Research Global Investors, one of the world's largest investment institutions, is understood to have thrown its weight behind M&G, while a large Malaysian investor is also said to be considering its position on the issue.

The escalating dispute provides a chaotic backdrop to preparations being made by Gulf Keystone to move its listing from AIM to the main London stock market.

One of the new directors proposed by M&G, Jeremy Asher, is a former director of the company who was ousted three years ago after falling out with executives including Mr Kozel.

Sky News understands from a source inside Gulf Keystone that M&G recently proposed that Mr Asher be installed as interim chairman of the company. When the proposal was made, Mr Kozel and other executives are said to have threatened to resign if the appointment was made.

It is unclear how the disgruntled investors plan to vote on key resolutions at the annual meeting, although Mr Kozel is not thought to be up for re-election.

The shareholders are also thought to have been angered by the disclosure in Wednesday's statement of a loan made by Gulf Keystone to Mr Kozel.

"During 2012, the Company paid for certain personal expenses of $2.8m (2011: $1.7m) on behalf of Todd Kozel that will be refunded to the Company at its demand during 2013," it said. 

"The Group also issued interest-bearing loans of $7m to Todd Kozel and $0.7m to another director. The loans were taken out in order to meet the directors' tax and other liabilities and bear an annual interest charge of 7.5%. By virtue of their directorship, these individuals are related parties of the Group.

"Subsequent to the year end, the $0.7 million loan was repaid in full. Todd Kozel has settled $4.5m of the outstanding $9.9m, the remaining balance shall be repaid in full by the end of August 2013."

Gulf Keystone is one of the most controversially-governed companies on London's junior AIM market, with repeated rows over executive pay in recent years.

Mr Kozel's £8.8m award for 2012 actually represented a sharp decline on his pay in the previous year, which topped $22.2m (£14.4m).

Having recently agreed to relinquish the chairman's role, Mr Kozel has sought to defend his remuneration by arguing that Gulf Keystone has delivered more than £1bn of value to shareholders and a return of more than 4000% since the company's listing.

An ally of his said that the chairman's pay reflected an "overall balanced mix of remuneration and reflects exceptional performance for the year and confidence in future cash flows".

However, Gulf Keystone's shares have fallen sharply from highs triggered by takeover speculation, while it has also been embroiled in legal action brought by a former adviser which has claimed it is owed roughly £1bn in compensation.

Gulf Keystone declined to comment.


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