Implats chairman dismissed

Brendan Ryan | Thu, 22 Oct 2009 13:23
[miningmx.com] -- IMPALA Platinum (Implats) non-executive chairman Fred Roux has been removed from office with immediate effect after he refused a request by the Implats board to resign.

Roux said this morning that he was no longer chairman of Implats as the result of “an unjustifiable dismissal by the board.”

According to Roux the pressure for his dismissal came from Niall Carroll - CEO of Royal Bafokeng Holdings - which is the largest shareholder in Implats holding a 13.2%.

In a statement released today Roux said that he had refused a request by Carroll that this issue should not become “contested and in the public domain”.

Roux commented, “I will not accede to that request because shareholders are entitled to transparency in all matters concerning their company and I am entitled to defend my reputation.”

Roux added he had received an e-mail from Carroll on Sunday which suggested he announced a decision to step down as chairman at the Implats AGM on October 22. Carroll proposed he be replaced by Khotso Mokhele, the chairman of ArcelorMittal SA and Adcock Ingram Holdings.

“Mr Carroll purports to have the support of the second and third largest shareholders of Implats which, together with the Royal Bafokeng shareholding, represent some 30% of shareholders.

“He also indicates that he has the support of a majority of the non-executive directors of Implats regarding my proposed resignation.”

Roux said Carroll’s main reason for the request was that his (Roux’s) relationship with Implats CEO David Brown had broken down “pursuant to a recent incident.”

According to Roux the recent incident “is me mentioning to the board a concern conveyed to me by Mr Carroll regarding the relationship between Mr Brown and Mr (Mark) Willcox of Mvela.

“This matter was reported in a dispassionate manner – in a ‘one liner’ at a board meeting and elicited no comment whatsoever from the board. “

Roux described Carroll’s accusation that his comments regarding Brown and Willcox were used to criticise Brown as a “fabrication as can be attested to by any member of the board who was at both the board dinner and the board meeting the next day.”

It is an assisted suicide

But Roux added, “I have to concede, however, that the relationship between David Brown and me has been under a measure of strain recently.

“This was probably because, in my recent chairman’s letter to shareholders, I did the unthinkable and actually criticised the Implats executives for a sub-standard performance during the past year. Basically, ‘overpromising and under-delivering.’

“I have received many compliments from shareholders for the honesty and transparency associated with such a step and, under similar circumstances, would do it again.

“The other issue that strained the relationship recently was a discussion that ultimately resulted in a ‘you – non executive directors’ and “us – executive directors’ flare-up precipitated by the CEO at a board dinner.”

Roux added, “the board has considered this matter – at a meeting that I was not invited to attend – and asked me to resign as chairman, failing which my chairmanship of Implats would be deemed to have been terminated by the board.

“Since I have refused to resign, I am no longer chairman of Implats as a result of – in my opinion – an unjustifiable dismissal by the board.”

Michael McMahon, Impala’s acting chairman, told Bloomberg: “Fred picked up a loaded gun, put it in our hands and walked out of the room.

“This is not a murder or an assassination. It is an assisted suicide.”

This afternoon Roux, who is also chairman of junior mining company Sallies, will attend a special shareholders meeting of Sallies at which he is likely to be removed as chairman of that company as well.

Reason is new controlling shareholder Firebird Management wants to reconstitute the board.

Roux told Miningmx on September 30 that, “Firebird is completely within its rights to take this action after I refused to let them put a majority of their directors onto the board immediately.

“I would not allow them to do so because the existing board is doing everything by the book to meet its fiduciary duties to protect the interests of the minority shareholders.

“My position is that I will not allow myself to be placed in a situation where I could be compromised in terms of my fiduciary duties towards Sallies minority shareholders in dealing with the Firebird offer.

The writer owns shares in Implats.