Vallares negotiated a share structure that sees both companies take an equal economic interest in the new company. But due to Genel only being offered suspended voting shares, it will have voting rights of just 30 per cent.
The 10-strong board will only have two Genel representatives on it, both in lieu of major shareholders.
Genel’s current chief executive Mehmet Sepil, who was fined £967,005 by the Financial Services Authority last year after he bought and sold shares in a joint venture partnership company with Heritage Oil using inside information, will not be on the board.
Instead, Sepil will become president of the new group, and has nominated Genel general counsel Murat Yazici to represent him on the board.
Genel’s majority owner Mehmet Karamehmet will be represented by his daughter, Gulsun Nazli Karamehmet Williams.
The remainder of the board will be made up of eight Vallares representatives, including ex-Corus boss Jim Leng and George Rose, the former finance director at BAE Systems. Two more non-executive directors will be appointed after the merger.
Advisers said last night that the group was anxious to avoid being compared to miner ENRC, where controlling Kazakh shareholders forced two non-executive directors off the board in an episode that raised concern in the City.
“This was a condition of the deal,” said one adviser last night. “We wanted to avoid some sort of corporate finance discount.”
In a statement released yesterday, Vallares non-executive chairman Rodney Chase said: “Genel Energy will have a majority of independent directors and is expected to be fully compliant with UK corporate governance rules from closing.”
The all-share reverse takeover will create a combined business worth £2.6bn. The new company, Genel Energy PLC, aims to join the FTSE 100 by early 2012.
Vallares will issue new shares worth $2.1bn at a price of £10 per share to buy 100 per cent of Genel, giving Vallares and Genel’s current owners equal stakes.
Genel has stakes in two world-scale producing oil fields, a major gas condensate discovery and significant exploration acreage, all in the Kurdistan Region of Iraq.