Member Info for mattlilly

Please smickster...I ask again...where is the evidence beyond the Chairman's statement?

And as I made clear, BHP weren't the only ones asking why, having agreed the annual re-election of the entire Board every 12 months as 'being in keeping with best corporate governance practice', in August 2020, they neither implemented this at last year's AGM, nor this year, despite the obvious dissatisfaction last year. (Clare only got 65%, but the independents got 99%).

What would the Board have to fear? As I said, Mather's and Moller's roles are totally anomalous...they are neither independent nor executive Directors.

Extract from the UK Corporate Governance Code:

"At least half the board, not counting the chairman, should be independent non-executive directors.

This means that a board of nine, for example, needs to have at least four independent non-executives to balance four executive directors, with the chairman being the ninth director."

Mather and Moller are neither so why shouldn't all the major investors agitate for them to be go or at least put themselves up for re-election.

Even with Darryl's arrival you still have

An independent Chair elected by the Board
4 Independents
2 Executive Directors
2 anomalies...

That is why I asked exactly the same question...

Fair point Jerry on a technicality but not a fundamental disagreement on strategy.

A near majority dissenting would be anarchy and as I say, in such circumstances the Chairman should go.

So who's posting opinion as fact now Bozi?

"But if they managed to chop the current board at it's knees this time then I would suspect they'll have engaged interested individuals (not necessarily with working histories at BHP) and be incentivising them should they join SOLG as a NED.

Nobody would ever detect that until its far too late"

Nominations Coimmittees don't ask people to apply...its not a 'job'. They use headhunters and/or industry contacts to seek out and sound out candidates.

That is why I'm much happier this year than last.

The Board appointed FOUR independents. As they have stated the MAJORITY of Directors should be independent. It is the independents' job to appoint new Directors.

The way you talk, these eminently sensible people could be mugged into appointing a raft of BHP stooges.

Oh and BTW Newcrest withdrew Craig Jones more than a year ago and before the last AGM...25 June 2020 to be precise.

And they replaced him with Elodie, who is now the Senior Independent Director...oops looks like BHO missed an opportunity there...

;-)

Thats why we're not the SOLG Directors...myself included. I could not serve while holding the opiniion that SOLG is cannon fodder and its only a matter of time before there are bids...

But I can assure you. There are often differences of opinion outside the Board room, but the board unanimously agrees a Strategy and a modus operandi which is handed down to the CEO to implement.

Any departure from that Strategy requires Board debate until there is a unanimous conclusion.

There may never be unanimity of opinions...that is the world that you and `i inhabit and `i am truly glad that you and I can put differences aside and have a constructive debate like this. That is the way successful Boards operate.

But if they can't achieve unanimity on the Strategy and its implementation or any proposed variants, that is fundamental to the existence of the `board and indeed the company's future.

In fact I would go as far as to say that if there was open dissent within the Board room, the Chairman should resign.

His key role is to achieve consensus and to give the strategic leadership ton the company including developing and maintaining constructive and supportive relationships with ALL or at the very least most investors, which is something NM singularly failed to do last year and Twigger has failed to do this year.

As for Moller, he is NM's DGR sidekick, he adds nothing as far as I can see and is redundant as all his Committee roles have been removed, so he's just turning up once a month to collect his £82,000.

Explain to me how it favours BHP to vote off Moller and Twigger. It might certainly appease them, but it is in the hands of the remaining Directors to appoint a new Chair and new independent Directors, NOT BHP. They only have the power to take up their own rightful seat which they have declined to do for over three years.

THAT is how they could have exerted influence in the Board room, even before last year's AGM and THAT is how they could have got to know everything that is going on an what is or isn't in their interests.

Please se the logic of that.

And no, I'M NOT A BHP STOOGE. But I do know what I'm talking about in this matter and how Board's and indeed corporate governance work.

In what way is it "very very clear" SM.

We only have the Chairman's statement. He has a right to write that, but it not only makes clear there is dissent in the Board room, but also invites the animosity of fellow Board members by openly calling them out.

What about NM royally p*****g of BHP (and NCM, together totalling 27%) by excluding them from an equity raise and arranging the FN deal (which by the way the Board immediately cancelled the extra $50 million of in January).

He then openly admitted he had been wrong in an Australian magazine and it was later made clear that he was building bridges with them and CGP.

Thats nuts!

"Yes it is inviting a bid for sure."

So turkeys really do vote for Christmas...!

A successful bid would mean they are out much faster than the year or more it would take to get anywhere near controlling the Board. Why on earth take all that effort when they could pick up SOLG right now from petty cash.

Just reflect on this statement from the same letter:

"the majority of my fellow Directors believe it is not in the interests of Shareholders for the entire Board to be put forward for re-election"

That is sedition. He is admitting that some (almost certainly the independent Directors) think the right thing to do is put the whole Board up for re-election. Keith has already done the decent thing.

At every major Board I've served on there would NEVER be a majority vote. The job of the `Chairman is to seek consensus outside the meeting in order to avoid dissent within the meeting.

Indeed if any Director were to openly oppose a motion in the Board meeting they would be expected to immediately resign as a matter of principle because they are expressing a singular vote of no confidence in the rest of their Directors.

Twigger has stupidly opened Solgold to ridicule by responding to a pathetic investor's letter and trying to start a slanging match with their biggest shareholder.

In all my business career I have never seen a Chairman take such a cavalier approach, openly upset his biggest investors and make the entire Board look riddled with dissent and open to public ridicule.

So Bozi, lets wait to see the figures on Dec 16.

What you are saying is that they will vote against Moller/Twigger (agreed), Marshall and Ward...?

So the Chair has agreed to put Keith up for a vote, but not Mather? How does that make sense.

And I say again. If they want to pack the Board, how would they do it? And why haven't they made the easy first move to take up the rightful place they have always eschewed?

If they managed to get NM, LT, KM and JW voted off, there are still EGG, KOK, MAA (all independent), JC and NM plus the CEO to appoint the new Directors. And the Nominations Committee would still have two independent Directors to outvote NM if he supported BHP...but why on earth would he support BHP...?

People simply don't understand how Board and Committee Governance work...

Because I think Keith has done a good job in difficult circumstances, is impartial and handles himself with admirable restraint and good humour in difficult circumstances where his predecessor is still there on both the Board and the Alpala Committee to challenge him on everything. Remember Mather is an explorer not a developer/operations person...

He ALSO p****d off BHP, NCM and CGP last year and look what happened...they all voted to get rid of him...

Thanks Bozi...

So who else was blocking the CEO appointment which was "2-6 weeks" on August 16?

The Members of the Nominations Committee are:

Kevin O’Kane (as Chair), Brian Moller, Nicholas Mather, Maria Amparo Alban and Liam Twigger.

Why would the two independent Directors block the appointment of "the top candidate"? It could only be the other three, which means Twigger supported Mather and Moller.

The Chairman's role inter alia is to seek unanimity. How can he while there is a disgruntled Director who thinks he should still be running the company?

I have never said Twigger was Mather's stooge. However, on both Nominations and the Board, he has the 'casting vote' between the 'old Board and the independent Directors.
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Thank goodness that logjam will be broken by the arrival of the CEO and hopefully Moller/Twigger being voted off.

We should have Elodie as Chair. Just look at her credentials and track record.

The Chair doesn't have to be an expert in mining, but DOES have to be a leader and a skilled negotiator.

What sort of leader very publicly p****s off the biggest shareholder in a company and nakedly invites a bid...?

Yes smickster but in the next raise presumably they will once again only get their due proportion which would keep them at 13.56% going nowhere...

Just to let you know Bozi, I'm happy to leave you unfiltered.

Thanks.

https://seekingalpha.com/news/3774556-copper-industrial-metals-routed-on-fears-over-new-covid-variant?utm_campaign=rta-stock-news&utm_content=link-1&utm_medium=email&utm_source=seeking_alpha&utm_term=RTA+News+Smart

Oh dear smickster mate...

In the last year alone they have had more than 9 months during which they could have patiently bought below 30p (they last paid 45p) and TWO WHOLE MONTHS from February when they could have bought between 20p and 25p...

This share has been going down for almost three months...why have they not bought a single share...?

Thanks for your constructive post smickster...

To restate the maths, if you take Nick's 'votes' out of the equation...

45% voted against him and 36% voted for. That's why the Board demoted him...

Its not a rant Italian...its the most rational post of the day. Well said.

SM...

"we are going to need your support to stop our largest, hostile shareholder taking this company away from us."

They cannot do that until they have at least 50% of the shares and it is not compulsory until 90%.

There has been no restriction on BHP buying more shares since LAST October...so why haven't they...?

Furthermore Twigger couldn't have been more clear when he said "Ultimately, if a party wants control or to significantly influence the development of your Company, the party should put forward an offer that results in all Shareholders benefitting from a premium that reflects the value of achieving control or heightened influence."

Surely that is INVITING a bid...?

He also said:

"a further destabilisation of the Board will have an adverse impact on the CEO search process and also further undermine the significant value generated by the Company across SolGold's licence areas..."

And yet THIRTEEN DAYS LATER he announced a CEO and...

In the 23 days since the above statement, the PFS has been delayed again (if that wouldn't destabilise, I don't know what would...), the SP has FALLEN a further 17%!!!

So who is REALLY destabilising the share price here...? You simply couldn't make up such incompetence...

Hi lunch...everybody suddenly seems to be in purdah, which makes me wonder if something really big is brewing.

I simply cannot see the Board going into such a significant AGM, with all that the `Chairman has stirred up, without releasing anymore positive information...it would be suicide.

Zoros is very good at summarising the possible timetable, but I would expect it to include at the very least blockbuster drill news from Rio and PEA/MRE from Porvenir/Tandy plus updates from Blanca and Sharug...

But not before Darryl is in post next Wednesday...

I respect your opinion smickster and frankly n either of us know, but I do know how proper Boards of Directors function.

What Twigger posted and others have assumed, is rot. BHP would have to either increase their stake significantly (to at least 30%) or somehow get their 'places' onto the Board or make an outright bid to have any material influence on the Board.

Or the easy way would be to make a bid. Surely if Twigger's allegation had any substance they would at least have taken up their seat on the Board...it simply doesn't make sense.

Nobody on here has argued why the entire Board should not be put up for re-election, given that was the AGREED Board policy from August 2020 and is corporate governance best practice as the Board itself precisely state.

I am in no doubt that BHP asked that question, as indeed I did myself and I would be surprised if other institutional investors didn't ask that question in the Chairman's 2 week round of hourly corporate governance telephone calls.

You then state "Then Bhp force Nick out."

Do you realise how ridiculous that is? They have 13.56% of the shares.

45% was voted against Nick. Nick and the interests he 'controls' have almost 20%...

To get to 45% would, in my opinion require at least NCM and Blackrock to support them...they are big, credible, professional organisations. They would also have had Cornerstone, that totals 39.94% so there must have been other support as well, even assuming all the above voted against.

So to restate, I am neither a BHP stooge nor even a BHP fan, but I would be daft to refuse a final bid from them in the range £1/2...

But the way the 'old' Board has driving this into the ground, I may have to settle for very much less as this once bright story gets driven into the ground by the sheer incompetence of this Board...that's why I will vote against Moller and Twigger.

I have no wish to get rid of Jason or Keith.

Hi Bozi

I've unfiltered you so as to be able to reply to your post.

I'm sorry if anything that is my opinion ever comes across as fact.

If you read carefully I have always made clear that Barrick is my 'preferred' ultimate bidder, simply because Mark Bristol publicly changed their strategy about a year ago to say that they were moving from gold to gold/copper prospects for new investment. I saw that as highly significant at the time and the fact that they are not in Ecuador I see as a plus point not minor.

To restate a fact, I was told that, with regard to the 'smaller' projects, there were 'half a dozen what you would regard as household names who have registered an interest'.

So in closing and before I restore your filter, please quote exactly my comments which are 'assumptions' that I 'portray as fact'.

I post a 'helluva lot' of opinion on here; I ask a lot of questions; I listen as always to cogent, reasoned argument rather than aggressive hyperbole and I also quote a 'helluva lot' of fact, such as m y detailed summary of the AGM notice and attendant corporate governance statements.

I look forward to your considered reply. I don't mind if it is opinion but please make it considered and polite rather than the mindless rubbish I often read from some others on here who could best be described as trolls...

Bets wishes

RK