Kingsgate executive chairman Ross Smyth-Kirk. Picture: Renee Nowytarger.
Kingsgate Consolidated chairman Ross Smyth-Kirk says he is “quietly confident” he and his fellow directors will see off an attempted board coup today, despite the late intervention of the Thai government and at least one proxy adviser.
Shareholders in the former high-flying gold stock will meet at the Museum of Sydney today to formally vote on a proposal from British-listed Metal Tiger to overhaul the Kingsgate board.
Metal Tiger, which holds an 8.1 per cent stake in Kingsgate, wants to replace the existing Kingsgate board with a ticket headed by corporate veteran Dick Warburton. Kingsgate has warned that the measures would lead to Metal Tiger “taking control and destroying” the company.
Mr Smyth-Kirk is one of the Australian mining industry’s great survivors, with 23 years on the Kingsgate board including 17 as chairman. The most recent years have been among the most dramatic, with the Thai government ordering the premature closure of Kingsgate’s flagship Chatree goldmine and triggering a deep slide in the company’s share price. Kingsgate has since launched legal proceedings against both Thailand and the miner’s political risk insurers.
While Kingsgate shares have fallen by about 95 per cent from their peak, the company continues to enjoy strong shareholder support. Investors voted strongly in favour of the company at its annual general meeting last year, soon after Metal Tiger went public with its plans, which has tempered the rebel’s expectations about the likely result of today’s meeting.
Mr Smyth-Kirk told The Australian that while the results of the proxy votes lodged ahead of today’s vote were confidential, he expected the company would see off the challenge.
“It’s been a ridiculous drain on our time but we had to make sure we fought for what we believed in,” he said. He said the board would continue its legal fights if it survived the Metal Tiger challenge, describing the disputes as “the only way to restore value for the company”.
Proxy adviser ISS has advised its institutional shareholder clients to vote for the removal of Mr Smyth-Kirk and fellow director Sharon Skeggs as well as the appointment of Metal Tiger’s nominees Mr Warburton and Neville Bergin, although the firm is recommending against Metal Tiger’s five other resolutions.
Rival proxy advisory firm CGI Glass Lewis endorsed Kingsgate’s recommendation to reject all nine Metal Tiger resolutions, noting the rebel group had not presented a “compelling case” for change.
