Proxy Blog

Rio Tinto PLC 

March 19, 2019

The annual proxy for this metals and mining company had the following proposals: 

  1. Proforma votes on directors, appointment of auditors, executive compensation 
  2. Proforma European votes on annual authorities 
  3. Board proposal on notice period for general meetings other than annual general meetings 

Magni voted as follows: 

  1. For and against proforma proposals.
    -For directors – The board has a majority of independent directors and some have CEO/CFO experience with other companies. 
    -For auditors – There appear to be no controversies with the financial statements of the company.
    -Against remuneration reports – The two remuneration reports had significant detail; however, the reports did not discuss shareholder engagement on compensation and did not document the peer group used in compensation benchmarking. Meanwhile, there were extensive discussions in other parts of the annual report about shareholder engagement on a variety of topics. Further, the remuneration reports made extensive reference to a peer group that was used for setting compensation. A foundation of good governance is transparency. The lack of shareholder engagement on compensation and the lack of clarity on the peer group are sources of opaqueness instead of transparency. 
  2. For European proforma proposal. Under U.S. laws and regulations, these matters are handled by the board, thus the topics do not warrant votes by shareholders of U.S. companiesMagni usually votes in support of these topics, unless some controversy or issue has arisen that requires additional investigation or justifies a vote against 
  3. Against board proposal on notice period for general meetings other than annual general meetingsThe prepared materials did not address this proposal. Any proposal, regardless of source, needs transparency about what is proposed and why is makes sense to adopt. Lack of such content means Magni must vote against the proposal.