The Company is currently involved in lawsuits related to a series of scandals. This includes a bribery scandal, fraud scandal and tax scandal.
In July 2017, the UKns Serious Fraud Office launched an investigation into a 2011 payment of $10.5m made in connection with the Simandou project to François Polge de Combret, a French banking consultant who was a university friend of President Alpha Conde of Guinea and connected to the Simandou project. The Company has stated that it is fully complying with authorities but has not admitted to bribery. The investigation is still ongoing but could lead to costly litigation against the Company, its employees, and directors. In August 2018, the court dismissed a related US class action commenced on behalf of securities holders.
The Company is currently involved in legal charges for fraud by the regulators in the US and Australia. In October 2017, the US Securities and Exchanges Commission announced that they were charging the Company, its former Chief Executive Officer Tom Albanese and former Chief Financial Officer Guy Elliott with fraud for allegedly inflating the value of their coal mine in Mozambique and concealing critical information.
In March 2018, the Australian Securities and Investments Commission filed a lawsuit against the Company, former CEO Tom Albanese, and former CFO Guy Elliot for the alleged fraud.
In January 2018, the Company, and its Canadian subsidiary Turquoise Hill, were accused of avoiding CAN $700m in Canadian taxes in relation to its Oyu Tolgoi copper and gold mine in Mongolia, and of costing the Mongolian government US $230m in taxes over a five-year period. Please see the attached report for further details.
The structure is not acceptable. The maximum bonus, maximum LTIP award and maximum total incentive pay all exceed guidelines. 30% of the bonus depends on individual criteria that cannot be readily quantified. Accelerated vesting in the event of a change of control is not possible. Actual awards were excessive and actual total variable remuneration exceeded guidelines.
Item 14: Re-appoint the auditors PricewaterhouseCoopers LLP (PwC) have audited the Company for 60 years. We strongly recommend the rotation of the auditors. A tender for the audit role was most
recently undertaken during the year under review, with the Company selecting KPMG as auditor with effect from 2020. Shareholder approval to confirm KPMGns appointment will be sought at the 2020 AGM. The Company states that they have delayed the rotation of the auditors so that KPMG can shadow the current auditors for half a year and so that non-audit services can be transferred away from them such that they can be considered independent.
Items 19b and 20b: These items will only be voted on by Rio Tinto Limited shareholders.
Items 19b and 20b were added to the agenda under section 249N of the Australian Corporations Act 2001 by a representative of shareholders of Rio Tinto Limited, Market Forces, which acts as agent for 109 shareholders.
In item 19b, they request an amendment to the Constitution of Rio Tinto, which is intended to facilitate shareholder proposals to request information. The proposal is as follows:
To amend the constitution to insert beneath Clause 57 mAnnual general meetingsnthe following new sub - clause: oThe company in general meeting may by ordinary resolution express an opinion or request information about the way in which a power of the company partially or exclusively vested in the directors has been or should be exercised. However such a resolution must relate to a material risk as identified by the company and cannot either advocate action that would violate any law or relate to any personal claim or grievance. Such a resolution is advisory only and does not bind the
directors or the Company.p ECGS would recommend support for this proposal as it is a way for shareholders to clearly request information and accountability from directors without binding the Company to potentially redundant or cost prohibitive responses.
In item 20b, they request that the Board approve the publication of details on transition plans consistent with the goal of the Paris Agreement to limit global warming to 1.5°C. We would recommend support for this proposal.Please see the attached report for further details.
Rio Tinto is engaged in finding, mining and processing mineral resources. Co. has four product groups: iron ore, which supplies the global seaborne iron ore trade; aluminium, which includes bauxite mines, alumina refineries, and aluminium smelters; Copper and Diamonds, which has managed operations in Australia, Canada, Mongolia and the U.S., and non-managed operations in Chile and Indonesia, with by-product including gold, silver, molybdenum and others such as sulphuric acid, rhenium, and lead carbonate; and Energy and Minerals, which comprises mining, refining and marketing operations across borates, coal, iron ore concentrate and pellets, salt, titanium dioxide and uranium sectors.
Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.
Proxinvest main services are :
Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.
Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.
As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide.
Currently '(TM)Value Indicator - UK main market' is a value analysis of the Basic Resources, Construction & Materials, Telecoms and Utilities sectors of quoted companies on the London Stock Exchange's main market that provides the reader with indicative longer-term target prices.
The general evaluation of RIO TINTO PLC. (GB), a company active in the General Mining industry, has been upgraded by the independent financial analyst theScreener with the addition of a star. Its fundamental valuation now shows 3 out of 4 possible stars while its market behaviour can be considered as moderately risky. theScreener believes that the additional star(s) merits the upgrade of its general evaluation to Slightly Positive. As of the analysis date September 13, 2019, the closing price was GBp 4,425.50 and its potential was estimated at GBp 4,871.19.
On 9 May 2019, the Company issued convertible bonds for a total principal amount of EUR 150 million. The sole agenda item relates to the proposed approval and ratification, in accordance with Article 556 of the Belgian Companies Code, of conditions of the convertible bonds in case of a change of control. These are standard provisions and they are in line with the market practice. Hence, we see no reason for shareholder concern and recommend to approve.
General: Hella is a leading automotive supplier with over 125 locations in some 35 countries. In financial year 2018/2019, the Company generated sales of EUR 7.0bn with around 39,000 employees. Hella specialises in innovative lighting systems and vehicle electronics in its segments Automotive and Aftermarket. Furthermore, in its Special Applications segment, Hella develops, manufactures and sells lighting and electronic products for specialist vehicles. As of 31 May 2019, a total of 60.00% of the Company's shares were covered by a pool agreement of family shareholders. A total of 62 members o...
In general, NN Group is in compliance with the Dutch regulations relating to the organisation and procedures of the Extraordinary General Meeting. On August 12, 2019, the Company announced that Mr. Lard Friese stepped down as CEO of the Company to become the new CEO of Dutch competitor Aegon. ECGS notes that the sole agenda item of this EGM (ITEM 2) concerns the intended appointment of Mr. David Knibbe as CEO and member of the executive board of NN Group. According to Dutch law and the Company's Articles of Association, shareholders are NOT entitled to vote on such agenda item; it is a discus...
Unfortunately, this report is not available for the investor type or country you selected.Browse all ResearchPool reports
Report is subscription only.
Thank you, your report is ready.
Thank you, your report is ready.