Ivanhoe Mines Expects to Maintain a Majority of Independent Directors on the Ivanhoe Board
January 27 2012 - 8:28AM
Marketwired
Ivanhoe Mines (TSX:IVN)(NYSE:IVN)(NASDAQ:IVN) Deputy Chairman Peter
Meredith said today he expected the company's 14-member Board of
Directors will continue to maintain a majority of independent
directors, in accordance with the December 8, 2010, Heads of
Agreement signed by Ivanhoe Mines and Rio Tinto.
Mr. Meredith was responding to shareholders' questions received
following a Rio Tinto filing with the US Securities and Exchange
Commission yesterday in which Rio Tinto said it anticipated it
would gain more than a majority of the seats on the Ivanhoe Mines
board by seeking the replacement of a majority of the present
roster of directors who were not appointed by Rio Tinto. Rio Tinto
currently has seven nominees on the Ivanhoe Mines board, including
four independents.
As part of the 2010 Heads of Agreement, Rio Tinto agreed that at
least eight of the 14 directors on the Ivanhoe Mines board would be
independent, based on criteria established under Canadian and US
securities laws, until the earlier of either January 18, 2014, or
the date that Ivanhoe ceases to be a Canadian public company.
The Heads of Agreement also provides that the independent
directors remain entitled to appoint one of the independent
directors to serve as chairman of the board.
Mr. Meredith noted that the commitment to maintain an
independent majority on the board applied irrespective of the
number of directors Rio Tinto is entitled to appoint and is
consistent with good corporate governance practices in the US and
Canada.
"The four incumbent independent directors nominated to the
Ivanhoe Mines board by Rio Tinto have done an outstanding job
representing the interests of all shareholders of Ivanhoe Mines,"
Mr. Meredith said.
"We look forward to maintaining a highly capable and motivated
board to ensure that the company is managed in the best interest of
all shareholders, even as new independent directors may be
added."
Rio Tinto's SEC filing yesterday stated that while Rio Tinto had
no current plan for changes, Rio Tinto also expected to seek the
replacement of some of Ivanhoe's management. Mr. Meredith said the
Board of Directors, acting in the best interests of Ivanhoe, is
responsible for appointing the company's senior management.
"While the board obviously would take into account the views of
its major shareholders, the composition of the Ivanhoe Mines
management team is a board responsibility," he added. "The board
and management of Ivanhoe Mines have been, and remain, focussed on
making all necessary arrangements, including arranging project
financing, for the completion of construction and start-up of
production later this year at the Oyu Tolgoi copper-gold-silver
project in Mongolia and, in the process, building meaningful value
for all shareholders."
Rio Tinto announced on January 24 that it had increased its
ownership stake in Ivanhoe Mines to 51%, from 49%.
Contacts: Ivanhoe Mines Ltd. - Investors Bill Trenaman
+1.604.688.5755 Ivanhoe Mines Ltd. - Media Bob Williamson
+1.604.688.5755 www.ivanhoemines.com
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