Freeport Board Enviro Expertise 2014
|Company||Freeport-McMoRan Copper & Gold Inc.|
|Filer||New York State Comptroller|
|Sector||Mining & Resources|
|Resolved Clause Summary||Add independent board member with environmental expertise|
Environmental expertise is critical to the success of mining companies due to the significant environmental impacts associated with their operations. Shareholders, lenders, host country governments and regulators, as well as affected communities, are focused on these impacts. A company’s inability to demonstrate that its environmental performance is in line with internationally accepted standards can lead to difficulties in accessing capital and obtaining necessary regulatory licenses.
The company continues to receive sharp criticism regarding its environmental policies and practices, notably over the impact of riverine tailings disposal at its Grasberg operation (http://ens-newswire.com/2013/10/18/swedish-pension-funds-divest-freeport-mcmoran-holdings/).
We believe that the company must respond to its environmental challenges in an effective, strategic and transparent manner in order to restore trust in the company and minimize the adverse environmental impact of its operations.
Freeport does not currently have an independent director with environmental expertise and designated responsibility for environmental matters — yet environmental management is critical to the company’s future success. We believe it would benefit the company to address the environmental impact of its business at the most strategic level by appointing a specialist to the board. An authoritative figure with acknowledged environmental expertise and standing could perform a valuable and strategic role the company by enabling it to more effectively address the environmental issues inherent in its business, including the environmental and health impacts of riverine tailings disposal and the feasibility of long-term rehabilitation of the tailings deposition area at Grasberg. It would also help ensure that the highest levels of attention are devoted to environmental standards and demonstrate the seriousness with which the company is addressing environmental issues.
THEREFORE, BE IT RESOLVED: Shareholders request that, as elected board directors’ terms of office expire, at least one candidate is recommended who:
(i) has a high level of expertise and experience in environmental matters relevant to mining and is widely recognized in the business and environmental communities as an authority in such field, in each case as reasonably determined by the company’s board, and
(ii) will qualify, subject to exceptions in extraordinary circumstances explicitly specified by the board, as an independent director.*
*For these purposes, a director shall not be considered “independent” if, during the last three years, he or she –¬
- was, or is affiliated with a company that was an advisor or con¬sultant to the Company;
- was employed by or had a personal service contract(s) with the Company or its senior management;
- was affiliated with a company or non-profit entity that received the greater of $2 million or 2% of its gross annual revenues from the Company;
- had a business relationship with the Company worth at least $100,000 annually;
- has been employed by a public company at which an executive officer of the Company serves as a director;
- had a relationship of the sorts described herein with any affiliate of the Company; and
- was a spouse, parent, child, sibling or in-law of any person described above.