By Clara Ferreira-Marques and Rhys Jones
LONDON, April 23 (Reuters) - The chairman of London-listed Kazakh miner ENRC, Mehmet Dalman, has resigned with immediate effect in a boardroom shake-up likely to raise new questions over the future of the embattled company.
ENRC was already facing concerns before Tuesday, as it struggles to move on from damaging battles between directors and its trio of founding shareholders. The company is wrestling with the consequences of a growth spree that left it sitting on $5 billion of debt. It also faces allegations of corruption and, as of Friday, a potential buyout bid.
Former investment banker Dalman, whose resignation follows weeks of market rumours over his future, has been replaced by Gerhard Ammann, an independent non-executive director.
Unlike Dalman - a dapper former dealmaker who courted investors and the media - Ammann, former head of auditing firm Deloitte in Switzerland, is likely to be unknown to most.
He described his goal in Tuesday's statement as working 'efficiently with internal and external stakeholders to draw a line under the past', and reviving ENRC's languishing shares.
Ammann will retain the executive responsibilities handed to Dalman earlier this year in an effort to speed up an overhaul. Several industry sources questioned whether he was the heavyweight appointment needed to turn around ENRC, a miner which has spread from its Kazakh base to Africa and Brazil.
A 2011 independent report into the workings of ENRC's board, drawn up by corporate governance experts ICSA and seen by Reuters, criticised Ammann's ineffective leadership of the group's audit committee.
The independent report, which gave ENRC's board its lowest ever rating, said 'serious concerns were voiced about the approach and the manner of the chairman' adding 'meetings are said to go on too long, there are questions about personal relationships with the auditors and there are said to be tensions among the audit committee members'.
Ammann was replaced as chairman of the audit committee last year by director Terence Wilkinson, a former executive at conglomerate Lonrho and miner Lonmin.
Ammann was not available to comment on the ICSA report. ENRC declined to comment on the report's findings.
Adding to concerns over the make-up of the board, City veteran Paul Judge and fellow independent non-executive director Dieter Ameling also announced on Tuesday they would leave in June, after ENRC's annual shareholder meeting.
Sources told Reuters earlier on Tuesday Dalman could resign at what was described as a watershed meeting.
Dalman, director since ENRC listed in 2007, was named chairman last year when the company, which has struggled for years with its powerful trio of founding shareholders, promised to clean up its boardroom, strategy and boost its shares.
He was not available for comment on his decision on Tuesday. Several sources familiar with the matter said Dalman had become frustrated with his inability, and that of the board's, to effectively lead a company controlled by its founders.
A string of executive departures in the past weeks has fuelled long-running governance concerns.
Complicating matters further, the company's three founding oligarchs said last week they were considering a buyout that could take ENRC private, even as the company investigates whistleblower allegations of illegal payments.
In a separate statement on Tuesday, directors of the FTSE-100 miner said they had still not received any proposal which could result in a possible offer for the group.
Together, the three founders and the Kazakh government own more than 55 percent of ENRC shares. They have to determine whether or not they intend to bid by May 17.
News of a potential buyout came last week as the company's shares hit their lowest point since the height of the financial crisis. It coincided with two internal investigations.
The results of the first probe into whistleblower allegations on payments in Kazakhstan have already been filed to UK authorities. The second investigation into African operations is ongoing. UK authorities have sent the miner demands for documents that could signal the launch of a formal inquiry.
At least one executive, ENRC's head of Africa Victor Hanna, has taken leave of absence and was relieved of his duties, a separate source familiar with the company said earlier this week. Hanna has not been suspended.
ENRC is expected to appoint an investment bank to advise independent directors on the potential buyout. Lazard has worked for the board in the past, but declined to comment.
Societe Generale is advising the bidding consortium.
(Additional reporting by Anjuli Davies; Editing by Sophie Walker, Anthony Barker and Andrew Hay) Keywords: ENRC BOARD/
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