A board battle at zinc, lead and silver miner CBH Resources Ltd has seen the company appoint a corporate advisor to examine control and ownership issues, following the failure of a resolution to remove company chairman Jim Wall.
A board battle at zinc, lead and silver miner CBH Resources Ltd has seen the company appoint a corporate advisor to examine control and ownership issues, following the failure of a resolution to remove company chairman Jim Wall.
In an announcement issued by the company, Mr Wall said the resolution was an attempt by directors aligned with a substantial shareholder, Japan-based Toho Zinc Company Ltd, to control the company board.
"This is not in the best interests of all shareholders, particularly at a time when Toho is seeking access to concentrates from CBH's Panorama and Broken Hill Projects," Mr Wall said.
"It is a fundamental principle of corporate governance that the company be managed for the benefit of all shareholders, and the majority of directors have taken proper steps to ensure this principle is upheld."
In an announcement to the ASX, CBH indicated that if Toho wished to seek control of the CBH board, then it should bid for the shares in the company held by all other shareholders.
The company said in an announcement that Toho-linked directors Tatsuya Tejima, Lewis Marks and Robert Willcocks had formed the view that the resolutions were of no force or effect.
At the Friday directors meeting CBH, which owns the Panorama zinc-copper mine in the Pilbara, also appointed recently appointed Perth-based chief executive Stephen Dennis to the company board, along with former Gosford Quarry Holdings Ltd managing director Alan Davis.
The full text of a CBH announcement is pasted below
The Company announces the following resolutions were passed at a meeting of Directors held on Friday 9 November:
- That Mr Alan Andrew Davis be appointed as a Director of the Company.
- That Mr Stephen Dennis, the Company's recently appointed CEO, be appointed as a Director of the Company.
- That a corporate advisor be engaged by the Company to examine issues relating to control and ownership
A resolution to remove Mr James Wall from the position of Chairman was not approved.
Mr Davis was, until recently, Managing Director of Gosford Quarry Holdings Limited. He was Chairman or Managing Director of the Gosford Quarries Group for 33 years. Mr Davis originally qualified as a lawyer and has extensive business experience in mineral exploration, the oil and gas industry, the media industry and the motor vehicle industry. Mr Davis has been appointed as an independent Director as recently foreshadowed by the Company and will chair the Company's Audit Committee.
Messrs Tejima, Marks and Willcocks have advised they are of the view that the relevant resolutions are of no force or effect. That view is not consistent with the Company's legal advice. The Company has also determined that Mr Robert Willcocks should no longer be considered an independent Director of the Company, in light of his association with Toho Zinc Co.,Ltd (Toho) The view has been expressed to the Directors associated with Toho that, if Toho wishes to seek control of the CBH Board, then it should bid for the shares in the Company held by all other
shareholders. Toho currently has a 25.8% shareholding in the Company.
The Company's Chairman, Mr Jim Wall has commented that "Recent events to remove me as Chairman holding a casting vote, amount to an attempt by Directors aligned with Toho to control the CBH Board This is not in the best interests of all shareholders, particularly at a time when Toho is seeking access to concentrates from CBH's Panorama and Broken Hill Projects. It is a fundamental principle of corporate governance that the Company be managed for the benefit of all shareholders, and the majority of Directors have taken proper steps to ensure this principle is upheld."
