* ENRC promises transparency, clearer ownership of assets
* Chairman expects more board changes
* Global Witness wants greater clarity on Congo deals
(Adds detail on vote, proposed audit)
By Clara Ferreira-Marques
LONDON, June 12 (Reuters) - Kazakh miner ENRC <ENRC.L> promised shareholders a simpler and more transparent structure, and its new chairman said on Tuesday an internal probe into whistleblower allegations of corruption at Kazakh and African operations would leave no stone unturned.
ENRC - one of several foreign-owned, London-listed miners that has come under fire over governance - is trying to shake off a reputation tainted by deals in Congo that continue to raise concerns and weigh down its share price.
"I made it very clear from the day I took over that there will be nothing that we are not going to overturn. There is nothing that I am not prepared to look at," Mehmet Dalman, a veteran investment banker who became chairman in February, told investors at the group's annual shareholder meeting.
"I will (throw) every resource that I have to make sure that we go through this process ... I want to be transparent."
The internal inquiry into the allegations of corruption is being led by law firm Dechert, but it is not yet clear whether any findings, expected this month, will be made public, he said.
He did not comment on details of the allegations or the investigation.
ENRC, controlled by its founders, rival Kazakhmys <KAZ.L> and Kazakhstan, has sought to calm the corporate governance storm that hit last year, when the 2010 purchase of a controlling stake in disputed Congo operation Kolwezi was followed by a boardroom spat that pitted founding shareholders against some directors. [ID:nL6E7IS1GU]
The company's shares are still underperforming a battered London-listed mining sector.
"There is residual mistrust from some investors ... The company is not being given credit for the full potential value of the African assets it has acquired, but it is because it is not quite clear how it is all owned," analyst Gavin Wood at Panmure Gordon said. "They need to give some more clarity."
Dalman promised a simpler structure, particularly for ENRC's African assets, "sooner rather than later."
But he was short on specifics and warned that improving transparency and a better valuation would take time.
In a memo published to coincide with the annual meeting, campaign group Global Witness revived questions about the Congo deals in which ENRC paid hundreds of millions of dollars to offshore companies associated with Israeli businessman Dan Gertler - a highly influential figure in Congolese mining - and that do not declare the full list of beneficiaries. [ID:nL5E8HBFQ5]
"We need to make our company much more transparent and simple than it has been in the past ... Yes, we do have complex structures and we will work very hard to simplify that ... Yes, we will make it transparent as to whom we are doing business with," Dalman said after the shareholder gathering. "I can't do it overnight ... it is going to take a while."
ENRC settled the long-running and acrimonious battle over Kolwezi, the Congo operation expropriated from Canadian group First Quantum <FM.TO>, in a $1.25 billion deal in January.
Weeks later it replaced its chairman with Dalman, in a move seen as a gesture to disgruntled minority investors.
ENRC has since brought in other independent directors and Dalman promised on Tuesday to make more changes and attract "new blood."
SIMPLER STRUCTURE
Dalman also said the group was continuing to consider all options to boost ENRC's lagging valuation - focusing on efforts to unlock the value of high-potential growth projects, including Brazilian iron ore, Mozambican coal and Congolese copper.
These include bringing in strategic partners for Brazil, selling off assets and even spinning off the miner's international operations.
However, ENRC - which has diversified aggressively from its ferroalloys and Kazakh base since 2008 - said market conditions that have brought down prices and made IPOs tougher meant there was no specific timing.
Global Witness called on ENRC to publish its internal inquiries in full and demanded increased disclosure on the offshore structures used in its Congo deals.
"These offshore structures could allow corrupt Congolese officials to benefit from these deals," the group said. "ENRC may have poured money into corrupt transactions."
ENRC said it was "committed to upholding the highest standards of corporate governance and implements a zero-tolerance policy to bribery and corruption across all of our operations", adding it had fully complied with regulations.
A spokesman for Gertler told Global Witness the businessman always operated with the "utmost honesty, integrity and fairness" and the beneficiaries of offshore companies associated with him were limited to his family.
Responding to the report, Gertler said Global Witness had not taken up an offer of an independent audit to establish the beneficiaries - a first for one of the most reclusive players in African mining. The terms of the audit were not specified. Global Witness denies it refused the offer and says it remains willing to engage.
Unusually for FTSE 100 companies, ENRC does not allow media at its annual shareholder meeting. It is due to meet analysts on Wednesday for a further briefing on its efforts to boost transparency and improve governance.
Shareholders of the miner, which has a free float of less than 20 percent, backed ENRC on all issues on Tuesday, including pay, by more than 97 percent.
(Editing by David Cowell and Andre Grenon)
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