By Mark Kleinman, City Editor
The London-listed oil explorer Gulf Keystone Petroleum is on the brink of resolving a row with some of its leading shareholders with a deal that would avert a revolt against its new chairman.
Sky News understands Gulf Keystone is poised to announce that it will accept the nominations of four new independent directors to its board following a row over their credibility with investors led by M&G, the fund management arm of Prudential.
The quartet will include Jeremy Asher, a former director of the company, who quit the board several years ago after falling out with Todd Kozel, the chief executive.
Gulf Keystone recently labelled Mr Asher "a disruptive influence" and cast doubt on his professional credentials.
Under the proposed agreement, Gulf Keystone will also appoint at least two of its own candidates to join the board, including Philip Aiken, a former head of BHP Billiton's energy operations.
In return, the reform-minded shareholders, which also include Capital Research Global Investors, would agree to support the election of Simon Murray as Gulf Keystone's chairman, and the continued chairmanship of board committees by other directors.
The current chairman of the remuneration committee, Mehdi Varzi, and Ali al Qabandi, another non-executive director, would step down from the board, insiders said.
People close to the talks cautioned that the volatile nature of discussions in recent weeks between Gulf Keystone and its shareholders meant it was possible that the proposed deal could still fall apart.
If it does get signed off by the Gulf Keystone board, it would represent a welcome compromise for both sides in the wake of one of the ugliest corporate governance disputes at a major public company for some time.
Friday is the final day on which investors can submit votes for the annual meeting, which takes place in Bermuda later this month.
The rebel shareholders have been supported by a group of Malaysian investors and are confident that they will have sufficient backing to secure the election of their nominees.
Investors have long been unhappy with governance and pay at Gulf Keystone, which specialises in exploring for oil in Kurdistan but which has seen its share price fall sharply during the last year.
Mr Kozel has been a divisive figure at the helm of the company. People familiar with the situation said that his ex-wife, Ashley, was likely to use her roughly 17 million shares to vote against the company at the AGM.
Gulf Keystone has been one of the most controversially-governed companies on London's junior AIM market and scrutiny by shareholders has been intensified by the apparent intention to move its listing to the main market.
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).
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 4,000% since the company's listing.
An ally of his said recently 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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