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RE: Some pertinent facts about major shareholders rights...Tue 08:54
further to post, the point is... if newcrest 'wanted' to remove their NED from the board pre October BHP lock in, then assuming 90 days director lock in, can you how odd it might look if a non disgruntled NCM removed their director exactly 90 days pre October 15th??? For all we know, they may have been waiting for the right time to remove the NED and seized the latest funding campaign as the excuse.
RE: Some pertinent facts about major shareholders rights...Tue 08:42
" I have never seen an agreement reached where insider info can be given to a large shareholder due to a director ship." BOD has insider info so the representative on the BOD has insider information. I therefore do not understand Theiceberg your reference to an an insider agreement. The representative also has the opportunity of gathering information from chats that often take place before and/or after the formal meeting. It may be that I have misunderstood the corporate world and happy to be corrected
RE: Some pertinent facts about major shareholders rights...Tue 07:07
"there wouldn't have been a negotiation", this statement makes it quite clear you've never actually been involved in a situation like this. Anyway, we've both stated our positions and the fact remains that Newcrest have the information they need to direct their future actions - as will be revealed in due course.
RE: Some pertinent facts about major shareholders rights...Tue 06:53
There wouldn't have been a negotiation...it's standard practice to have a seat some companies take it up some dont. It nothing to do with wanting information it's to do with (why the f did my spell check change that to breastfeeding protestors) newcrest wanting somebody they trust on the board to ensure that nothing underhand is happening such as made up drill results. The newcrest director will just make sure the company is on the straight and open. I have seen this kind of relationship hundreds of times but I have never seen an agreement reached where insider info can be given to a large shareholder due to a director ship. Indeed I can't see how it could be legal under UK law, where the director has to work for all shareholders and cannot legally make money from it bar normal salary etc. interesting discussion but my suggestion is ask solg the question, unless I see evidence that this can legally happen I won't be including it in my thinking ditto the comment that keeps surfacing on here that BHP are unhappy as their is zero evidence for that. :)
RE: Some pertinent facts about major shareholders rights...Tue 06:07
theiceberg, I'm sorry to labour this point but your understanding is wrong. Read the last paragraph of Red's post. The New crest investment is covered by an investment agreement.
Think about it logically: do you honestly believe Newcrest would have negotiated a position on the board if they were not able to receive any information about what goes on around the boardroom table from their own nominee? What would be the point of having a nominee? Do you honestly think their own employee would not tell them? As I've said previously, they would not be able to act on this information as they would be classified as insiders which, as I believe you work in an investment bank, you would surely know. This is the reason they withdrew their nominee and it's also the reason BHP have never taken up their option to have one. They are now free of the restrictions - or rather will be in due course ( I suspect there will be a cooling off period.) I'm not sure why you are unwilling to accept the position - perhaps it doesn't fit the narrative of NM being a genius. In any event, it's now history. Newcrest are in possession of a great deal of information, both technical and corporate and, in due course, they are bound to make use of it.
Some pertinent facts about major shareholders rights...Mon 14:57
To clarify certain speculation re NCM's/BHP's rights...
"While there is no legislative threshold, it is relatively common for Boards of Australian listed companies to acquiesce to a shareholder's request to nominate a director to the Board where they hold 10-15% of the company’s voting power."
"shareholders with more than 10% of a company’s ordinary shares, or shares in a class, can block the compulsory acquisition by an acquirer of remaining (ie, not yet acquired) shares in the company or that class;"
"Australian law prohibits directors, including nominee directors, from using information that they have obtained in their capacity as a director to gain an advantage for themselves or someone else (including their appointing shareholder) or to cause detriment to the company. The obligation attaches to information obtained because a person is or was a director and continues after the director is no longer in office. A director also owes a duty of confidentiality to the company. Ultimately, this duty of confidentiality overrides any obligation that a nominee director might otherwise owe to the major shareholder who appointed them to the board. A nominee director must not disclose confidential information that they have obtained in their capacity as a nominee director to their appointer, unless there is a provision in the company’s constitution or in an agreement between the company and the appointing shareholder to the contrary, board consent or other special circumstances."