Rio shareholders complain over failures to disclose Oyu Tolgoi’s risk profile

ZGM DAILY

2018-02-08 10:01 GMT+8

Later on Wednesday, Rio Tinto will release 2017 profit numbers that will fully underscore its emergence from a relatively penurious decade triggered by ill-starred ambition in aluminium and a concert of global financial crisis and a long post-resources boom bust.

According to Bloomberg, the balance sheet is buoyant and getting stronger courtesy of recovered pricing in bulk commodities markets and a strategy that sees Rio Tinto shrinking itself to further greatness through shareholder-enriching sales of unwanted legacy assets. But the road to recovery at Rio has, over recent times, been potholed by a succession of shocks, the best known of which is the self-reported governance issue in Guinea that cost two senior executives their jobs and has inspired formal investigation by a triptych of securities market regulators. Most recently there has been a succession of challenges on the Mongolian fringes of the Rio empire.

Twice in less than a year, problems on the Chinese border have stopped shipments from the Oyu Tolgoi copper and gold mine and on January 16, the Mongolian government (itself a shareholder in the mine) presented the project operator with a USD 155 million tax re-assessment for the years 2013 to 2015. It has been reported since in London that a major Rio shareholder has complained to UK authorities over failures to effectively disclose Oyu Tolgoi's heavy risk profile and just last week a Dutch anti-multinational lobby published a report into the relationship between the miner and Mongolia that alleged tax minimisation and evasion and described Rio's relationship with its sovereign host as abusive.

SailingStone concerns over Oyu Tolgoi's corporate governance

Now, given a succession of Mongolian calamities that stretches from the material to the spurious, it is remarkable to us that Rio could find itself accused of refusing to talk to the other really big investor in the Canadian- listed entity that owns Oyu Tolgoi, a project that will have soaked up USD 12 billion of development capital by the time it hits peak output sometime after 2025. Rio's place in Oyu Tolgoi is owned through Turquoise Hill. The Canadian listing owns 66 percent of the project and it, in turn, is 50.8 percent owned by Rio Tinto.

That leaves Rio with a 33.5 percent economic ownership of the mine. The arrangements also leave Rio Tinto as the operator of the mine and the management fees generated by that are shared equally by Rio and Turquoise Hill. The balance of Turquoise Hill is owned by long and short investors and the biggest of those minority shareholders is a San Francisco-based investment fund called SailingStone Capital Partners. It owns 12.16 percent of Turquoise Hill, a position that is presently worth USD 716 million. On Thursday last week, SailingStone went public with simmering frustration over the way Rio expresses control over Turquoise Hill and its mine.

For all that it is openly content with the progress at Oyu Tolgoi, Sailing- Stone is concerned that the management teams of the Canadian company and its mine are universally "bound to Rio Tinto". In a letter to the board of Turquoise Hill, SailingStone complained that management has "no job security, no ability to hire and, based on their tenure at Rio, has likely far more leverage to Rio Tinto's stock price than Turquoise Hill's". SailingStone noted that, until recently, long-term executive and management compensation was paid in Rio Tinto paper rather than that of the Canadian listing. That changed last year as a result of previous

SailingStone lobbying. SailingStone, which is, as we noted, content with outcomes at Oyu Tolgoi but not so much with the way they are being achieved. "We are pleased with the progress that has been made over the last few years in terms of the restart of underground development work, the execution of the project finance facility and the remarkable free cash flow stream generated by the open pit operations through the recent downturn in commodity prices," SailingStone said in opening its correspondence, "It's clear that all stakeholders, including the government and citizens of Mongolia, are benefiting from the activity and investments being made at site. However, we remain concerned about corporate governance, given the potential for conflicts of interest which exist between Rio Tinto, your majority shareholder and the operator of Oyu Tolgoi, and the minority shareholders of Turquoise Hill.

Specifically, we believe that basic corporate governance standards require an independent and informed management team and board of directors. These requirements are particularly acute given the unique relationship between TRQ and Rio, and yet today neither of these conditions is being met." It is worth noting here that the Turquoise Hill board already boasts a majority of independents, that decisions are taken on a majority basis and that all matters involving Rio are dealt with by the independents alone.

SailingStone's concern is that the direct relationship between Rio and Oyu Tolgoi makes it very difficult for the Turquoise Hill board to be fully informed of project progress and options. It is even more concerned that project management owes affiliation to Rio over Turqouise Hill's board. Now, these are patently very complex issues and the commitment by the board of Turquoise Hill to engage with SailingStone is necessary and sensible. The SailingStone letter complained that Rio had refused any and all invitation to discuss concerns over the nature of the global miner's relationship with Turquoise Hill and the risk that its approach oppresses minority owners.

SailingStone singled out Rio's recent decision to open its own office in Mongolia as "explicit acknowledgement of Rio's attitude towards minority shareholders". "They simply don't exist," SailingStone complained. With that, the other largest investor in Turquoise Hill complained that Rio had rejected "numerous requests for meetings, including offering to fly to their London headquarters at Rio's convenience". The fact that Rio is about to launch brand advertising across three of its most important constituencies (Australia, Canada and Mongolia) stands testimony to its acute appreciation of the importance of reputation to its social licence. 

Matthew Stevens, Tugsbilig.B 

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