Photographer: Brendon Thorne/Bloomberg

How Rio Bungled Its Chairman Search After 18 Months of Planning

  • ‘It’s been a more tumultuous process,’ says Investec analyst
  • Simon Thompson is one candidate being considered, person says

Rio Tinto Group spent 18 months looking for a new chairman and has come up empty handed.

After an investor backlash against mining veteran Mick Davis, Rio is now scrambling to find a chairman to replace outgoing Jan du Plessis before an end-of-year deadline. Among potential candidates is Simon Thompson, a non-executive director at Rio and chairman of U.K. buyout firm 3i Group Plc, according to a person familiar with the deliberations.

Rio had to restart its search after some of its biggest shareholders, including BlackRock Inc. and JPMorgan Chase & Co., were unhappy with Davis’s record on acquisitions and high executive pay, said people familiar with the matter.

The campaign culminated in a shareholder letter last week to Rio threatening that the company would face “a very hostile audience” if it moved forward with the pick, according to a copy obtained by Bloomberg. A few days later, Rio was no longer considering Davis as an option, said the people, asking to not be identified because the discussions are private.

Read: Rio Rules Out Mick Davis as Next Chairman After Investor Revolt

‘Bit Strange’

"For a company of the size and profile of Rio to still not have a chairman is a bit strange," said Hunter Hillcoat, an analyst at Investec Securities Ltd. in London. "It’s been a more tumultuous process than it should have been."

Rio, BlackRock, JPMorgan and a spokesman for Davis declined to comment.

At stake is the leadership of Rio when it’s facing U.S. fraud charges against former executives and an investigation into African business dealings. Financially, the company is in good shape. It has one of the mining industry’s strongest balance sheets and is raking in cash from a resurgence in iron ore.

Read: Rio Fraud Charges Put Mining’s M&A Disasters Back in Spotlight

The hunt for a new chairman, which started in mid-2016, has hit other pitfalls. Rio director John Varley, former chief of Barclays Plc, steered the search in the beginning, but in June he was forced to resign after being charged with conspiracy to commit fraud during the bank’s 2008 capital raising from Qatar. In July, Varley told a London court that he will plead not guilty.

Chairman Search

Since then, the process has been led by Ann Godbehere, a senior independent director at Rio and former chief financial officer at Swiss Re.

Rio still plans to announce a new chairman before the end of this year to replace Du Plessis, who is leaving for BT Group Plc, according to a person familiar. The board met in Perth this week.

The Financial Times reported earlier that Thompson was among candidates being considered.

In the backdrop of Rio’s chairman search is a wider debate over how miners should spend cash as they reap rewards from surging metal prices. While companies like Glencore Plc are plowing into deals, some shareholders say miners ought to focus on dividends and not take on heaps of debt to fund acquisitions.

“Balance sheets among the companies are now healthy, so we want to see that discipline remain,” said Olivia Markham, a co-manager for the BlackRock Commodities Income Investment Trust Plc and World Mining Trust Plc.

“The last thing you want to see is companies leveraging up again,” she said at a media briefing in London, speaking about the mining industry in general. Markham’s funds own Rio shares, but she didn’t discuss the company specifically.

Still, it points to one of the key reasons why Rio shareholders may have rejected Davis. He successfully transformed Xstrata from a small coal producer into a global power through $35 billion in deals, but drew criticism for pay packages. A plan to reward executives with 144 million pounds ($194 million) in retention payments was rejected by shareholders in 2012.

— With assistance by Jack Farchy

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