| From: mark_ikn | 11/23/2021 11:25:23 PM | | | | | | How are shareholders supposed to make an informed decision on the AGM without knowing the results of the internal inquiry? The directors said they were investigating and that the company uses SAP, the results of financial movements would normally have been known to them within days (at worst)). Instead, September, October and most of November have passed and we still don't know anything, not even a brief summary of their findings. In order to vote correctly, we should have information on this issue.
After all, they want us to re-appoint the person under investigation and now voting has already opened. There's a clear fiduciary duty to complete here, how are we supposed to vote if we are left without key information? |
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| To: mark_ikn who wrote (1010) | 11/24/2021 12:14:23 AM | | From: Kiwi Pom | | | | Exactly
In my complaint to RTZ I will be insisting not how they vote in the MIRL AGM, but that they do vote and do not take the route of abstention.
If they are really serious about their ESG obligiations, particularly the G, there is no way they can not take a position on the conduct of this board of directors.
I for one will ensure a fuss is raised if they do not vote - how they cast their vote is up to their business ethics. |
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| To: mark_ikn who wrote (1010) | 11/24/2021 12:23:22 AM | | From: andrewlong | | | | Well, here we go again, the Board of Directors are not doing their job.
I would of thought that the Board/Company would have postponed the Annual Meeting until their investigation was completed. As a shareholder I may have not liked that decision but ………
I think the Board wants the shareholders to vote against the re election of Benavides and Hema. And then let the new board clean up the mess by dismissing the CEO.
OR Does the current Board feel or even think they have enough votes to keep the status quo. Besides the CS share holdings and I am sure many other dissatisfied holders will vote Benavides off as Director.
I hate to suggest that we all write/emails to MIRL hot line, to OSC, to Rio Tinto, etc
In the case Rio Tinto, if the meeting goes ahead as is, they may never see a return on their 44 million shares. And that would be applicable to us as well.
Any thoughts from you as to how we can put pressure on the Board?
andrewlong
P.S. I just saw the wise post by Kiwi Pom. |
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| From: mark_ikn | 11/24/2021 12:41:13 AM | | | | | | All Diego Benavides wants is to be left with the keys to the subsidiaries. They know Chair Perez remains in charge whatever happens in this vote. In my opinion, I suspect their plan is to let whatever happens to happen at the AGM, then re-shuffle the C-suite.
FWIW, I phoned Martin Mount again today, his secretary/receptionist told me he has gone to Mexico and will be there for the next ten days. Also, Mr., Mount was one of the QPs for the recent Kuya Silver technical report on the Bethania project and was on-site on August 13th. Bethania was previously owned by Minera IRL (and sits close to Corihuarmi).
In my opinion, I suspect the directors plan to install Mr. Mount as the new CEO. Mount can then apply the new broom on everyone at MIRL except for Benavides, who stays in charge of the Kuri Kullu and Minera IRL SA subsidiaries (where all the serious corruption has taken place).
However, this means Martin Mount is today in cahoots with the board in their corruption. Again, in my opinion.
The only way to stop this is to force governability to the foreground and make the directors answer the questions they refuse to answer. In my opinion, the only way that happens is to stop the auditors from signing off on the annuals, force a CTO, which triggers a CTO in Lima. Unless anyone here has a better idea.
The lapses in fiduciary duty shown by this board of directors are breathtaking. Every single one of them must be up to their necks in the corruption at MIRL and they must also have a clear idea of how bad it has been. At some point we should simply stop talking to them and file criminal charges. Any reasonable forensic accountant will be able to follow the money and show where it has all gone...all in my opinion. The RCMP is surely the place to start. |
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| From: mark_ikn | 11/24/2021 1:10:33 AM | | | | | | We need to get Martin Mount on record.
If he takes a position of responsibility at MIRL, be it director or public company CEO, he must remove both Diego Benavides and his son Felipe (holder of the "magic share" that stops people from examining the subsidiaries) from the wholly-owned subsidiaries and pledge an independent audit of all company books, not just the ones that suit Benavides. If Martin Mount allows the Benavides clan to stay at MIRL his intentions will be obvious...all in my opinion of course.
RTZ can ask those questions of Mr. Mount. We can too. Also, these people should be made aware:
twitter.com
Accountable Mining
@TI_Mining
Combatting #corruption in mining approvals through stronger transparency & accountability. Led by
@TIAustralia
, Part of
@anticorruption
global movement.
Melbourne, Victoria transparency.org.au/global-mining/ |
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| From: mark_ikn | 11/24/2021 1:26:47 AM | | | | | | Marcos and his "Quien calla otorga" comment a few posts ago is another way forward. Let's imagine that we set out the scenario for RTZ, via public messaging and multiple submissions to its whistleblower and ESG hotlines. They will then have clear knowledge of future plans to bury corrupt activity at a company in which they hold a significant percentage of shares.
If RTZ decides not to act and the scenario comes to pass, they are no longer passive onlookers and it's not just a case of whether heads will roll, but which heads. The person in the RTZ hierarchy who receives the reports and decides not to do anything is fired with cause under the company's ESG rules and if not, their superior is fired. Or their superior. It's how the CEO's head rolled for that sacred site incident, after all.
It's never the deed that gets the big fish, it's always the cover-up. |
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| From: mark_ikn | 11/24/2021 5:34:22 AM | | | | | | I believed we have arrived at Diego Benavides' grand plan. He has convinced the board of directors to cover for him by telling them all they need to do is get to the AGM without saying anything. The reason for the directors' silence is now clear, the moment they speak and report back on the findings of their investigation, they are on-record and that is something they must avoid at all cost.
They say they've found something, they must act.
Thery say they've found nothing, they are lying (and SAP knows it)
So they're trying to limp to the AGM by maintaining absolute silence because the central point of the AGM is, ironically, they don't care really care what happens! If we throw out Diego Benavides, we shareholders get to celebrate for a day or so but then chair Gerardo Perez (who stays as chair whatever happens) gets to choose a new CEO. This is why Martin Mount has been nominated. He is either ignorant (unlikely) or part of the plan, but he'll be offered the CEO's job!, He gets things mining people like, such as a large salary, active mines, project to develop etc). He's more than qualifiedt too, and will bring in the "new broom", that fits with the shareholder desire "get the company moving again". He'll be allowed to pick his team and will surely fire the useless trio as well, which will make him more popular with shareholders.
But he will decide not to do anything about the wholly-owned subsidiaries and leave them be. Therefore while the public company sees a new broom, new team etc, Diego Benavides stays in charge of at least the Minera IRL SA (Corihuarmi), or at worst Felipe and his "golden share" continues to block any further investigation. Before we know it, the whole corrupt show has stayed under wraps and goes away. Benavides keeps the lid on the subsidiaries and is not too concerned about losing his CEO's job, his multimillion dollar corruptioon and fraud have been kept under wraps.
The MIRL board's problem is their fiduciary duty, which they want to ignore until December 10th and the vote cut-off. So what we do is explain to Rio Tinto that their silence makes them complicit in this ongoing. Once they are aware, they cannot refuse to act because once the scenario rolls out as forecast, they won't be able to claim innocence any longer.
All the questions: The hiring of Gabbie/Valdez/Ngatai, the internal audit, their job demotions, the long-term payments to Diego Benavides' friends and family. The reason they say nothing is to make them all go away after the AGM. The whole board is complicit in this deception, but now if we blow the whistle on them with RTZ, the big company must act because once RTZ knows MIRL's plan, they are no longer ignorant. So, tell RTZ about the lapses in fiduciary duty as soon as possible, in the whistleblower report form seen in the post below. We should also contact Canadian authorities, same reasons.
Make Martin Mount aware that it's not too late to save himsdelf from this
Make RTZ aware of the ongoing fraud, silence and dirty tactics
Contact market authorities and, when they see the reality match our forecast, they will have to act as well
All those and a dozen other channels. |
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| From: HBrooke | 11/24/2021 9:44:47 AM | | | | | | The Minera leadership never really had a choice but to hold the course they had been on - if the claims of corruption were not true, they would feel deserving of retaining their positions (notwithstanding their lack of performance) and, if the claims were true, they would need to maintain full control of the company to prevent full disclosure and associated liability that would befall them.
It's doubtful that any serious internal review ever took place - leadership would have known the truth of the corruption claims as soon as they were made many months ago. The fact that the company has not issued a denial or engaged an independent forensic audit makes it clear that the Board is working together to keep things from being fully exposed. They may at a future point issue some sort of denial, but I expect it would be vague and unsatisfactory to shareholders.
Interesting to note that the 'new' corporate presentation is devoid of any meaningful plan to get Ollachea into production or any deliverables on which management could be measured.
As for the election of Mr. Mount to the Board, while his mining experience is certainly a benefit (especially to a board with so little), I saw nothing in terms of mine development, leadership or Board experience that would make him the kind of person the company needs right now, and, there is too much risk that he will just become a confederate of existing leadership. I would also be skeptical of any promises he may make prior to being elected - he can say anything at that stage but be under no obligation to deliver since he would be only one vote on the Board.
Obviously, the problem with voting down the three directors on the slate is that it still leaves three existing. If Rio cannot be persuaded to step-up-to-the-plate (as in forcing management to perform an independent forensic audit and the changes needed to get Ollachea into production), then I think the best option for CS voting is to vote against all 5 resolutions - this is a risky proposition but would force real action. |
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