Rio Tinto board renewal urged
After more than $US20 billion worth of impairments over the past 14 months at Rio, the British arm of proxy adviser CGI Glass Lewis has called for the company to review the composition of the board led by South African Jan du Plessis.
"We remain concerned with the apparent lack of core industry experience and strategic geographical diversity among the independent element of the board," said Glass Lewis, in its report in advance of Rio's annual meeting for British shareholders on April 18.
The adviser acknowledged Rio's board had good measures of legal, accounting, business and finance skills, but said there was a risk that too few Rio Tinto directors could speak with authority on mining issues.
"We believe that additional independent directors with core industry expertise would provide an informed 'check and balance' with management on issues specific to this group's industry," the report said.
"In the absence of non-executive directors well-versed in the resources sector, there is also a risk that management could have a heavy - and unchecked - hand in setting strategy. Given the magnitude of the impairments and asset write-downs by the group in recent years, the need for the board to review its composition, including the appropriate skill, mix and breadth and depth of relevant experience, is of particular importance in ensuring effective oversight over strategic management decisions."
Rio boasts several Australians, notably Mike Fitzpatrick and Chris Lynch, on its board.
Despite the comments about board renewal, the advisers said they would support all but one of the motions at the coming AGM, including new executive remuneration terms.
Rio is in the middle of a major divestment campaign, and The Wall Street Journal reported this week that both Macquarie and Deutsche Bank had been hired to find buyers for several Australian assets.
The sell-off reportedly includes numerous thermal coal assets across Queensland and NSW, along with the Northparkes copper and gold mine in outback NSW.
Frequently Asked Questions about this Article…
Proxy adviser CGI Glass Lewis has urged Rio Tinto to review and renew its board to add more mining industry experience and greater strategic geographical diversity. The recommendation was made ahead of Rio's British shareholder meeting and specifically referenced the board led by Jan du Plessis.
Glass Lewis says additional directors with core mining expertise would provide a stronger 'check and balance' on management decisions about how and where to mine. For investors, that matters because better oversight can help reduce strategic missteps—particularly after Rio recorded more than US$20 billion of impairments over the past 14 months.
The article notes Rio Tinto recorded more than US$20 billion of impairments in the past 14 months. Significant impairments and asset write-downs can signal that past investment or strategy choices didn't perform as expected, increasing the importance of effective board oversight for protecting shareholder value.
Yes. Glass Lewis acknowledged the board has strong legal, accounting, business and finance skills. Their concern is that too few directors have direct resources or mining-sector expertise to speak with authority on industry-specific issues.
Despite urging a board review, Glass Lewis said it would support all but one of the motions at the upcoming AGM for British shareholders, including motions on new executive remuneration terms.
The article reports Rio is in the middle of a major divestment campaign. The Wall Street Journal said Macquarie and Deutsche Bank have been hired to help find buyers for several Australian assets.
Reports say the sell-off includes numerous thermal coal assets across Queensland and New South Wales, along with the Northparkes copper and gold mine in outback New South Wales.
The article mentions that Rio Tinto's board includes several Australians, notably Mike Fitzpatrick and Chris Lynch.

