Friday, May 17, 2013

Glencore in control as Xstrata cleared from board

By Clara Ferreira-Marques and Emma Farge

LONDON/ZUG, Switzerland (Reuters) - Glencore bosses tightened their grip on the newly enlarged miner and trader on Thursday, as shareholders voted out all former Xstrata directors including the already outgoing chairman, replacing him with former BP boss Tony Hayward.

The move propels Hayward - "vilified" for his role in the Gulf of Mexico oil spill - back into the corporate limelight at one of London's largest companies.

Already a director, Hayward will take the chairman's role until a replacement is found and will run the nominations committee, key as Glencore rebuilds its board. He is not, though, in the running to take the job permanently.

The clean-up at the top on Thursday was abrupt and fast - handing Glencore a freer hand to restructure the combined company as it begins a three-month evaluation period since the merger closed earlier this month.

It also puts paid to any lingering notion that the deal could have been a merger of equals and raises questions about whether new directors can be strong enough to act as effective counterpoints to Glencore's pugnacious chief executive and largest shareholder, Ivan Glasenberg.

Investors and analysts had expected Glencore to put its stamp on the combined miner and trader following the mining industry's largest takeover, but former Xstrata chairman John Bond's ousting with immediate effect was unexpected, as he was already due to leave.

Bond announced his exit at the start of Glencore Xstrata's first annual general meeting. Voting results showed almost 81 percent of voting shareholders opposed his nomination.

Shareholders also voted against the reelection of three other Xstrata directors - Con Fauconnier, Peter Hooley and Ian Strachan. A fourth director, Steve Robson, resigned earlier.

Bond, a former banking heavyweight and City veteran, had agreed last November to stand down as chairman - quitting after coming under fire over a 140 million pound ($223 million) "golden handcuffs" package for key Xstrata managers.

"I recognize and respect the strong opposition among many to the retention arrangements which the board felt appropriate to ensure management stability," he said on Thursday.

Glencore managers own almost 25 percent of the group, making them the largest group of shareholders, but under the terms of the merger Glasenberg could not oppose Xstrata directors.

A new chairman is expected to be appointed by the end of the year, a second source with knowledge of the matter said.


For Hayward, who said he felt "demonized and vilified" over the 2010 Deepwater Horizon disaster, the appointment at Glencore is a return to the top at a major UK-listed resource firm.

His appointment to the board in 2011 had already been read as a comeback for a man still in demand for his decades of oil-industry experience, technical knowledge and contacts book.

But for both Glencore and Hayward, the process of replacing Bond and the departed board members will be a major test for the company's governance credentials.

Glencore was criticized in 2011, at the time of its listing, for its appointment of Hong Kong veteran and colorful former legionnaire Simon Murray as chairman. Analysts and investors questioned whether he would stand up to Glasenberg.

Murray was replaced by Bond after the merger.

(Editing by Philippa Fletcher)


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