January 27, 2012
Ivanhoe Mines expects to maintain a majority of independent directors on the Ivanhoe board
VANCOUVER, CANADA - Ivanhoe Mines Deputy Chairman Peter
Meredith said today he expected the
company's 14-member Board of Directors will continue to
maintain a majority of independent directors, in accordance
with the December 8, 2010, Heads of Agreement signed by
Ivanhoe Mines and Rio Tinto.
Mr. Meredith was responding to shareholders' questions
received following a Rio Tinto filing with the US Securities
and Exchange Commission yesterday in which Rio Tinto said it
anticipated it would gain more than a majority of the seats
on the Ivanhoe Mines board by seeking the replacement of a
majority of the present roster of directors who were not
appointed by Rio Tinto. Rio Tinto currently has seven
nominees on the Ivanhoe Mines board, including four
independents.
As part of the 2010 Heads of Agreement, Rio Tinto agreed that
at least eight of the 14 directors on the Ivanhoe Mines board
would be independent, based on criteria established under
Canadian and US securities laws, until the earlier of either
January 18, 2014, or the date that Ivanhoe ceases to be a
Canadian public company.
The Heads of Agreement also provides that the independent
directors remain entitled to appoint one of the independent
directors to serve as chairman of the board.
Mr. Meredith noted that the commitment to maintain an
independent majority on the board applied irrespective of the
number of directors Rio Tinto is entitled to appoint and is
consistent with good corporate governance practices in the US
and Canada.
"The four incumbent independent directors nominated to the
Ivanhoe Mines board by Rio Tinto have done an outstanding job
representing the interests of all shareholders of Ivanhoe
Mines," Mr. Meredith said.
"W e look forward to maintaining a highly capabl e and
motivated board to ensure that the company is managed in the
best interest of all shareholders, even as new independent
directors may be added."
Rio Tinto's SEC filing yesterday stated that while Rio Tinto
had no current plan for changes, Rio Tinto also expected to
seek the replacement of some of Ivanhoe's management. Mr.
Meredith said the Board of Directors, acting in the best
interests of Ivanhoe, is responsible for appointing the
company's senior management.
"While the board obviously would take into account the views
of its major shareholders, the composition of the Ivanhoe
Mines management team is a board responsibility," he added.
"The board and management of Ivanhoe Mines have been, and
remain, focussed on making all necessary arrangements,
including arranging project financing, for the completion of
construction and start-up of production later this year at
the Oyu Tolgoi copper-gold-silver project in Mongolia and, in
the process, building meaningful value for all shareholders."
2
Rio Tinto announced on January 24 that it had increased its ownership stake in Ivanhoe Mines to 51%, from 49%.
Information contacts
Investors: Bill Trenaman +1.604.688.5755 / Media: Bob
Williamson +1.604.688.5755
Website: www.ivanhoemines.com
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