Telenor Group is a minority shareholder in VimpelCom Ltd., with an economic and voting interest of 33% in the company. VimpelCom Ltd. has more than 200 million subscribers and offers mobile services in 14 countries. VimpelCom Ltd. is headed by CEO Jean-Yves Charlier as of April 2015, when he took over from Jo Lunder.
On 12 March 2014, VimpelCom Ltd. announced that it faces investigations by both the U.S. Securities and Exchange Commission and Dutch authorities, related to its operations in Uzbekistan. On 18 March 2014, VimpelCom additionally reported that it is the focus of an investigation by the U.S. Department of Justice related to Uzbekistan.
The investigation aims to uncover the validity of accusations that VimpelCom made unlawful payments to a company called Takilant in order to secure licenses in Uzbekistan. As a minority owner of VimpelCom and with employees present on VimpelCom’s Board of Directors, including Telenor Group CEO Jon Fredrik Baksaas, Telenor’s knowledge of VimpelCom’s entry into Uzbekistan has been called into question in recent coverage by the Norwegian media.
Since this issue first arose in 2012, at the time that TeliaSonera was accused of similar unlawful actions to secure their entry into Uzbekistan, Telenor has raised questions about VimpelCom’s entry in Uzbekistan on several occasions through its role on VimpelCom’s Board of Directors, during the Annual General Meetings and during investor meetings. Telenor has also engaged in dialogue with its majority owner, the Norwegian government, to discuss Telenor’s role and responsibility as a minority owner in VimpelCom.
As minority shareholders and as representatives on the Board of Directors, Telenor is focused on ensuring that VimpelCom conducts itself ethically and in compliance with laws and regulations, in both its acquisitions and operations. These laws and regulations include, among others, the rigid regulations of the American Securities and Exchange Commission (SEC) and the Foreign Corrupt Practices Act (FCPA) to which VimpelCom must adhere.
Telenor has zero tolerance for corruption and the company expects VimpelCom management to share all relevant information with the investigation.
26 May 2016:
Telenor publish letter sent to Norwegian Ministry of Industry and Fisheries on 28 October 2015 with update on the VimpelCom-case. The letter has not been published previously due to VimpelCom investigations, in accordance with the Public Access to Information Act (Letter in Norwegian).
10 May 2016: Telenor’s Chair of the Board updates the Norwegian Ministry of Trade, Industry and Fisheries on the Deloitte review.
29 April 2016: Deloitte Advokatfirma submits final report on Telenor’s handling of the VimpelCom ownership. (Download report)
Deloitte presentation on report covering Telenor’s handling of VimpelCom ownership: Download presentation
7 March 2016: Telenor updates Norwegian Ministry of Trade, Industry and Fisheries on timeline for Deloitte review. (download letter)
24 February 2016
Telenor meets with the Norwegian Minister of Trade and Industry on the agreements between VimpelCom, DoJ, OM, and SEC.
18 February 2016
VimpelCom reaches settlements with authorities regarding Uzbekistan investigation
VimpelCom Ltd., in which Telenor ASA currently holds a 33% stake, announced that the company has admitted FCPA violations and reached a settlement agreement with US and Dutch authorities after investigation relating to VimpelCom’s business in Uzbekistan and prior dealings with Takilant Ltd.
- VimpelCom press release
- U.S. Securities and Exchange Commission (SEC) press release
- U.S. Department of Justice (DoJ) press release
- Dutch Openbaar Ministerie (OM) press release
- Telenor Group press release
9 November 2015: The Telenor Board and Baksaas terminate consultancy agreement
3 November 2015: VimpelCom’s announced provisions increases Telenor’s concerns
30 October 2015: Svein Aaser resigns as Chairman of Telenor ASA
5 May 2015: Recommendations from Parliament’s Standing Committee for Scrutiny and Constitutional Affairs regarding Telenor’s handling of the VimpelCom case and the Ministry of Trade, Industry and Fisheries’ corporate governance in Telenor (temporary). (Norwegian original)
17 February 2015: Letter from Parliament’s Standing Committee for Scrutiny and Constitutional Affairs to Ministry of Trade, Industry and Fisheries (Link to letter in Norwegian)
16. February 2015: On 13 February Telenor received a copy from the Norwegian Ministry of Trade and Fisheries of an e-mail related to the VimpelCom investigations from an unidentified source. Telenor sent our comments to the e-mail to the Ministry of Trade and Fisheries on February 16.
- Response from Telenor Group to the Norwegian Ministry of Trade and Fisheries (in Norwegian)
- Copy of e-mail from unidentified source related to VimpelCom investigations dated 13 February 2015.
- Announcement from the Norwegian Ministry of Trade and Fisheries
5 February 2015: Letter from the Ministry of Trade, Industry and Fisheries to the Parliament’s Standing Committee for Scrutiny and Constitutional Affairs (Norwegian original and office translation)
29 January 2015: Letter from Telenor to the Ministry of Trade, Industry and Fisheries (Norwegian original)
20 January 2015: Letter of 20 January 2015 from the Parliament’s Standing Committee for Scrutiny and Constitutional Affairs to the Ministry of Trade, Industry and Fisheries (Norwegian original)
14 January 2015: CEO Baksaas and Chairman Aaser appeared before the Norwegian Parliamentary committee for Scrutiny and Constitutional Affairs in an open hearing on the VimpelCom case. View video coverage:
7 January 2015: Letter from Telenor to the Ministry of Trade, Industry and Fisheries (Norwegian original)
8 December 2014: Telenor CEO Baksaas withdraws from VimpelCom Supervisory Board
21 November 2014: Telenor sends a letter to the Minister of Trade and Industry summarizing the briefing given in the meeting with the Minister on 19 November 2014.
19 November 2014: Minister of Trade, Industry and Fisheries hosts briefing on situation from Telenor Chairman of the Board Svein Aaser and CEO Jon Fredrik Baksaas.
18 November 2014: CEO Baksaas responds to Klassekampen article via an editorial, says “Telenor is a minority shareholder in VimpelCom, and I am a member of the company’s Board of Directors. The point being made (by Klassekampen) is that TeliaSonera and VimpelCom may have broken fundamental corruption laws. I understand that questions are asked, and I and Telenor both have asked VimpelCom questions concerning this on repeated occasions.”
17 November 2014: Norwegian media covers story based on Klassekampen report. Baksaas appears on Norwegian radio news program Dagsnytt 18 to discuss the issue.
15 November 2014: Norwegian newspaper Klassekampen presents broad article on VimpelCom’s license acquisition in Uzbekistan. Largely reiterates information previously presented along with a newly uncovered bank statement showing transfer of funds from VimpelCom subsidiary Waitertrail to Takilant.
28 July 2014: Telenor was present at VimpelCom’s Annual General Meeting in Amsterdam and raised questions on human rights and urged for membership in the Telecommunications Industry Dialogue on Privacy and Freedom of Expression. In addition, specific questions were asked related to the ongoing investigation, the 20F report, as well as the relationship with Takilant.
21 March 2014: VimpelCom’s Board appointed a “special committee”. This committee supervises and leads the ongoing cooperation with the US Securities and Exchange Commission (SEC). As the company is under investigation, Telenor does not have insight in this process beyond the information the company publicly shares.
March 2014: An investigation into VimpelCom’s investments in Uzbekistan commenced.
16 October 2013: Telenor held a new investor meeting with VimpelCom, where issues similar to those in 2012, were addressed once again.
4 February 2013: Chairman of the Board Svein Aaser and EVP/Head of Group Legal Pål Wien Espen traveled to Amsterdam to meeting with management in VimpelCom.
2013: VimpelCom initiated an audit of the processes related to Uzbekistan, using external resources, at the urging and support of Telenor-appointed Board members.
21 December 2012: Telenor was present at VimpelCom’s Annual General Meeting in Amsterdam and raised questions related to ethics, social responsibility, human rights and anti-corruption.
14 December 2012: Telenor’s management invited VimpelCom’s management to an investor meeting, in which issues including ethics, social responsibility, human rights, anti-corruption and Takilant were raised.
11 December 2012: Telenor’s Board of Directors decided that the Ethics and Sustainability sub-committee was tasked to ensure that Telenor’s values were reflected in the companies in which Telenor does not have operational control. This work has been regularly followed up by the committee throughout 2013 and 2014.
September 2012: CEO Jon Fredrik Baksaas made contact with VimpelCom CEO Jo Lunder and received assurances that the transactions related to the mobile licenses in Uzbekistan were conducted in accordance with American anti-corruption law (FCPA). As a result of our inquiries, VimpelCom subsequently initiated an investigation into the matter.
2006 (ongoing): The VimpelCom Board members appointed by Telenor requested FCPA evaluations of the transactions in the VimpelCom Board.
- Deloitte presentation on report covering Telenor’s handling of VimpelCom ownership
- Internal Translation Of Letter To The Ministry Of Trade, Industry And Fisheries (meeting with Ministry of Trade, Industry and Fisheries on VimpelCom Nov. 2014)
- Questions raised by Telenor at VimpelCom AGM 2014
- Questions raised by Telenor at VimpelCom AGM 2012
- Governance and Anti-Corruption in Telenor (English only)
- Governance structure in VimpelCom Board of Directors
- Telenor’s letter to the Norwegian Minister of Trade, Industry and Fisheries
- Norwegian Minister of Trade, Industry and Fisheries briefing to the committee on Scrutiny and Constitutional Affairs (Norwegian only)
- Editorial by Jon Fredrik Baksaas in Klassekampen
- Securities and Exchange Commission Rules and Regulations
- Foreign Corrupt Practices Act
- VimpelCom Annual Reports, including Corporate Responsibility and F20
- VimpelCom Ltd. ownership structure
- Telenor on anti-corruption
- Telenor’s corporate governance pages
- Telenor’s history in VimpelCom
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