| From: mark_ikn | 11/27/2021 4:53:16 PM | | | | | | "The findings of the forensic investigations of whistle blower accusations by Baker Tilly (Peru) ... disclosed there was no credible evidence of wrong doing or criminal misconduct by Mr. Diego Benavides or other members of the management team. Accordingly his authority to manage the affairs of the Company in Peru has been fully reinstated."
That statement is from this NR...
finance.yahoo.com
...and carries formal official weight. The name "Baker Tilly" carries international standing, as well. It's only when one notices that the NR is dated 7 June 2016 that one begins to wonder just why, out of all the third parties in all the world, Minera IRL is so keen on choosing them every time Minera IRL CEO Diego Benavides comes under formal investigation. Surely it should have chosen another third party in order to maintain as transparent profile as possible. Perhaps the board would care to comment on its selection process for the third party independent audit firm and while doing so, disclose any personal relationship that any of the board may have with any member of Baker Tilly (Peru), be they family or friend level.
In other news, I have received multiple mails from fellow shareholders today, many of them pointing out glaring holes in the mailer sent out to shareholders of Minera IRL today. However one of those mails, from somebody who has no reason at all to help me, has caught my eye. He replied to Chair Perez and his mail and in only one of several points related to fiduciary duty of officers and board, asked for details about the hiring process that saw the arrival of Steven Ngatai as Vice President of Projects, Susan Gabbie as Chief Communications Officer, and Pedro Valdez as Vice President Investor Relations. He writes:
"...how many candidates did the company consider for the positions eventually filled by Gabbie, Ngatai and Valdez? Were the positions advertised? Was a headhunter engaged? I simply don't find it credible that the best possible candidates happened to be people who were already friends with Mr. Diego Benavides."
That is a very good question and now that the board considers the case closed, the board, the MIRL C-suite and its IR and communications departments have no lien on answering shareholder inquiries.
Yours sincerely, "a blogger" |
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| From: mark_ikn | 11/27/2021 6:58:05 PM | | | | | | Ask questions!
It is the company's duty to provide meaningful answers to any question you might pose them. Do not settle for mere platitudes, ask them what's on your mind and get answers from them.
And do not take my word for anything per se, I'm just one voice of many. If you have doubts or worries about Minera IRL, ask them of the people who work there. The company's internal inquiry is now closed and they cannot hide behind it any longer, you the shareholder are the owner of the company and have every right to ask questions and receive answers, even more so during the AGM voting period and the lead-up to the AGM. We the CS list have the mail addresses and phone numbers of IR manager Pedro Valdez, of Communications Manager Susan Gabbie, of CEO Diego Benavides and can supply them if required by any shareholder.
These people are acting as if they own the company. Enough! It's time for them to realize they are behest to us and not the other way around. |
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| From: mark_ikn | 11/27/2021 8:01:59 PM | | | | | | Here's a Spanish expression for your information, education and edification:
"Por la boca muere el pez"
Concerned shareholders are invited to read this link, from IFRS, regarding Related Party Transactions:
ifrs.org
Concerned Shareholders are now invited to read the quarterly and annual financial statements of Minera IRL. Please note the lack of declared RPTs. Finally, CS members are invited to re-read the letter sent out by Gerardo Perez today. Once you've done those things, you may have some questions for the board of directors because it's one thing to hire somebody, quite another not to declare their earnings on a quarterly or annual basis under RPD/RPT rules. You may even have some points of order you'd like to make to Rio Tinto, or the auditor Davidson.
Yours sincerely, "a blogger" |
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| From: jiggaAu | 11/27/2021 11:14:30 PM | | | | | | Hello All,
I also received the message from the Chairman regarding the results of the investigation and i think it is reasonable to share my view here.
I was never concerned about any wrongdoings as i knew everything as far back as Courtney,Diego, Barrie,Trish and Arnold they were the people behind the foundation of Minera since day one.
It is my opinion that the boards decision to retain a third party to conduct a forensic investigation was correct and adds the necessary layer of transparency into the situation.
As shareholders who are concerned about the share value and interested in getting a return on our investment, we should positively welcome the outcome of the investigation, the time invested to reach a conclusion and how the perception of the market towards MIRL may improve.
I think the noise should stop now as it is time to encourage management to fulfill their promises as this will be in our own interest. the CEO is now bound to move forward with Financing discussions and expedite results for us all.
Ollachea has got the social license and the company has one of the best track records on social responsibility in Peru, something that the new government is certainly looking for. |
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| To: jiggaAu who wrote (1044) | 11/27/2021 11:42:56 PM | | From: mark_ikn | | | | Unfortunately, today's mailer from MIRL also exposes grave accounting and financial discrepancies. In effect, the company has been breaking financial rules for years and only admitted it today, they are in a lot of trouble, and they know it. Even the most ardent supporter of the company now needs to step back and understand the seriousness of these reporting errors.
This is not personal, even though you might want it to be (considering your previous posts about my person). These are the rules of public financial disclosure, I don't make them, they are written by real authorities who then make sure they are adhered to (or else). MIRL has been systematically breaking them for years on end and will now have to answer not only to its shareholders, but to the relevant financial authorities. |
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| From: Gazoonie | 11/28/2021 12:35:53 AM | | | | | | Hello hive mind... have not recieved proxies mailed to me so am trying to figure out the online method through the CSE /Computershare. The proxy forms provided are blank of course, I presume I fill one out per account then mail to computershare? Is there an email I can send them to? Cannot find one on the CSE page...anyone done this? Also I presume i leave the "appointment of proxy-holder box blank?
Sorry for the dumb questions but have never felt the need to vote my shares before...wish I didn't this time..fml |
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| To: mark_ikn who wrote (1027) | 11/29/2021 10:33:38 PM | | From: Kiwi Pom | | | | A question.
The response from the company mentions this
"Both the report of the Special Committee and the Baker Tilly report will be forwarded to our independent statutory auditors, PKF Littlejohn LLP, for their review and consideration."
Which is the better direction to raise complaint - Littlejohn or UK-based Davidson.
I would have imagined only one set of auditors - but perhaps I am showing my ignorance.
Any views appreciated. |
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| From: mark_ikn | 11/29/2021 11:22:37 PM | | | | | | My mail to Martin Mount. He's decided to play the silent cool guy, which means you get to see how aggressive I was with him. Though this mail seems a little out of date, what with the foolish move made by MIRL on Saturday and its fallout, here's what I wrote to Martin Mount on Thursday, couple of minor typos and all:
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Dear Mr. Mount,
The Minera IRL Concerned Shareholder group, of which your correspondent is one of around 85 members, has been anxious to reach out to you, in order that you understand the issues that have come to light around the company in the last four months. We are concerned that you have accepted the nomination to be the new director of the company without fully understanding said issues. For the sake of brevity, the mail outlines only some of the issues that cast doubt on the governability of the company. We are concerned that you may inadvertently expose yourself to serious consequences arising from the decisions, actions and inaction of MIRL's board of directors without fully understanding what has happened in the company to date.
On July 27th 2021, the company announced the appointments of (quote NR) "...Steven Ngatai as Vice President of Projects, Susan Gabbie as Chief Communications Officer, and Pedro Valdez as Vice President Investor Relations. All of the appointments are effective as of August 1, 2021." Later in the NR, MIRL director and CEO Diego Benavides referred to the appointments as "...a world-class team of seasoned leaders with broad operational experience and expertise....". It quickly became clear that this was not the case. In fact, none of the three people hired have the required qualifications for VP-level roles and only one of them, Mr. Ngatai, had any serious or relevant experience in the mining industry. In fact, all three are personal friends of CEO Benavides and his sentimental partner, Patricia Kent, a fact that becomes relevant when we consider the motives behind the decision to hire Susan Gabbie, Steve Ngatai and Pedro Valdez.
If required, we would be happy to give details of the motive behind the decision to hire Susan Gabbie, Steve Ngatai and Pedro Valdez in their original roles at a later date. In this mail we keep to basic facts. Suffice to say it was an attempt to pull to wool over the eyes of shareholders, and the Canadian brokerage Haywood, hired by MIRL in early 2021 to market the company to potential funders or buyers of company assets or projects. Haywood, on noting the lack of C-suite experience at the company, advised CEO Benavides to strengthen the company C-suite and though he attempted to hire suitable talent, no professional worth their salt would go near the company. Instead, he hired personal friends Susan Gabbie, Steve Ngatai and Pedro Valdez, in a "Potemkin Village" style representation of C-suite depth.
To that point, the corporate wrongdoings may have been limited to the C-suite level, but at the end of the 3q21 reporting period the board of directors became actively complicit in the deception. The given job titles Susan Gabbie, Steve Ngatai and Pedro Valdez at the time of hiring meant the company had to justify their appointments to the relevant stock market authorities, but as they do not have the CVs or experience necessary, just days before the end of the 3q21 reporting period the board of directors resolved to change their job titles to "manager" or similar, allowing them to fly under the radar of market authorities. Instead of doing their job of of control and oversight of CEO Benavides, the board became complicit in the deception which continues to this day. The mere fact CEO Benavides hired personal friends to high-paying jobs for which they are unqualified in such a deceptive manner would be enough for any reasonable board of directors to fire the company CEO with cause. Instead, the MIRL board entered into complicity with CEO Benavides and ignored its fiduciary duty to shareholders in the attempt to cover up his wrongdoings. The above is an easily demonstrated fact, however and sadly it is only the tip of the iceberg when it comes to board complicity with CEO Benavides.
With corporate wrongdoings now on display, further investigation revealed a host of other alleged wrongdoings at the company, many with clear prima facie evidence to support the allegation which, more often than not, concern large and long-term dollar payments made to family members and close personal friends of CEO Diego Benavides that add up to many millions of dollars over an extended period of time. Again, we can supply details of these allegations at your request but for one example, it was discovered that one of the wholly-owned subsidiaries of the company had been making payments to the sentimental partner of Diego Benavides, i.e. Patricia Kent, on a monthly basis ever since she formally left the company in 2014. Separate payments of the same style have been made to Diego Benavides' son, his son-in-law and others in his close personal circle. Most these payments were made via "consultancy fees" to anonymous (or anonymous sounding) third party entities without the knowledge of anyone outside the wholly-owned subsidiary, not least the shareholders of Minera IRL.
With these allegations now in the light, shareholders pressured the board of directors who eventually promised action, telling us they would conduct an internal audit to discover whether the allegations were true. The company uses standard SAP technology accounting software that would provide any reasonable forensic accountant full details of all financial movements in a matter of days. Instead, shareholders have waited through September, October and now November for word on the results of the company's internal audit, all to no avail. We are now in the voting period for the AGM and one of the resolutions is to re-hire Diego Benavides as CEO. As the central focus of the internal audit is CEO Benavides, shareholders are now expected to vote on the resolution to re-hire Diego Benavides without knowing the results of the audit.
We require answers from the company and its board and it is not for the lack of trying. Though the two issues outlined above are by far from the only alleged wrongdoings that have recently come to light, the management, C-suite and board have refused to answer the most basic of questions posed to them by multiple shareholders. All phone calls go unanswered, mails with specific questions are answered in general platitudes that deliberately avoid the questions, texts and social media messages are completely ignored. The same blanket refusal to reply to shareholder inquiries is used on any and all shareholders, with a CEO permanently unavailable for comment, an Investor Relations manager who does not relate to investors in the slightest and a Communications manager who ignores phone calls, voicemails asking to return calls, e-mails from shareholders, etc etc.
This attitude extends to the board of directors, some of whom occasionally reply but only with the same type of general platitude that fails to answer the most basic of questions posed to them. The concerned shareholder group is forced to conclude that the board of directors is actively attempting to cover up for the deeds of CEO Diego Benavides and has become complicit in a whole host of alleged improper activities, some of which being serious financial misdeeds with clear prima facie evidence. To cut a long story short, the lack of fiduciary duty on display by the board of directors at Minera IRL is nothing short of breathtaking and you, as a nominated director, are exposing yourself to this if you continue and succeed with your nomination to the board of directors at Minera IRL.
The above outlines just some of the improper activities that have happened at Minera IRL recently. Sadly, there are many more examples of wrongdoings and misdeeds, including but by no means limited to the illegal use of private correspondence from shareholders and the illegal monitoring of shareholder social media (aka "chuponeo", as they say in Peru) by employees and associates of Minera IRL. We Concerned Shareholder group would be pleased to give full details on any or all of the above issues, as well as further details of other improper behaviour by MIRL employees, C-suite members, directors and their legal counsels that has come to light since our concerns began. We have nothing to hide from you, Mr. Mount, an attitude that is the 180° opposite to that of the Minera IRL board of directors.
We are concerned that you have been offered the opportunity to join as a director of Minera IRL under false pretenses and the company officers and directors have withheld many facts that would put you under serious legal jeopardy and/or liability if you were to join the board of directors, as from December 14th 2021 and the company AGM. As a nominated director, we believe you have the right to make your decision based on as much evidence as possible, which is the reason we have reached out to you this week on multiple occasions and why this mail exists. To end on a personal note, it so happens that by coincidence, both you and I are British citizens and also residents in Peru. We are both aware of the legal liability that entails, as both you and I are subject not just to the laws of Peru, but also the crown laws of our country of origin. I have always held the laws of both Peru and the UK in the highest esteem and, considering your long experience in the mining sector and high reputation inside Peru as an upstanding corporate and private citizen, I am sure your attitude toward the laws of both Peru and The UK, sir, is the same.
Yours sincerely,
Mark Turner
Member of the Minera IRL Concerned Shareholder group |
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