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There is a lot to be said for independent directors. They can keep a wayward chief executive in line (it says here), curb excessive pay, and speak up for shareholders. Fund manager M&G is unhappy that the non-executives on the board of Gulf Keystone Petroleum are doing none of that. It has nominated four directors for next week's annual meeting, fiercely opposed by the company. Gulf Keystone could probably do with a better board. Its bigger problem, though, is not too few independent directors but too many soldiers.
Incoming chairman Simon Murray (ex-French foreign legion) and Lord Charles Guthrie (ex-chief of the U.K. defence staff) are leading Gulf Keystone's battle to see off M&G. The company is instead proposing two non-execs of its choice; it argues that M&G's nominees lack the right experience and knowledge of the Kurdistan region of northern Iraq, where Gulf Keystone owns a little over half of the giant Shaikan oil discovery. Reading between the lines, it is hard not to conclude that Mr. Murray and Mr. Guthrie think the four may not have the military bearing to be taken seriously in Kurdistan.
M&G's argument that Gulf Keystone's assets will not be fully priced without a strengthened board is valid: governance is at least partly responsible for the shares' 60 per cent tumble since February last year. But governance may be a sideshow. The company's other problem is the outcome of the court case taken by Excalibur Ventures, its one-time partner in Kurdistan. Excalibur is run by Rex Wempen, a former Green Beret (need one ask?). It claims to have been unfairly shunted aside by Gulf Keystone and is seeking $1.6-billion (U.S.) in compensation and damages. A verdict is due by late August. Only when that is out of the way will Gulf Keystone's share price reflect both the value of its assets and its attractiveness as a takeover target.