Pentwater Welcomes ISS Recommendation That Shareholders Support Pentwater Proposal to Elect Matthew Halbower to the Board of Directors of Turquoise Hill
NAPLES, Fla., July 14, 2020 (GLOBE NEWSWIRE) -- Pentwater Capital Management LP ("Pentwater"), the largest minority shareholder of Turquoise Hill Resources Ltd. ("Turquoise Hill" or the "Company") (TSX:TRQ) (NYSE:TRQ) welcomes that in a report issued today, ISS has recommended that shareholders of Turquoise Hill vote in favor of Pentwater’s proposal to elect Matthew Halbower to the Board of Directors, agreeing with Pentwater that minority shareholders deserve direct representation on the Board. ISS also believes that:
- Pentwater has “highlighted legitimate concerns around governance, delays, cost overruns, and the company's disclosure regarding the gravity of funding shortfalls.”
- “The board's history of communication with minority shareholders is of particular concern.”
- The Company “has not gone far enough” in improving its governance structure “especially in terms of transparency and mitigation of conflicts of interest.”
- “The Company's relative underperformance over a prolonged period warrants the addition of a board member selected by minority shareholders.”
- Matthew Halbower has “demonstrated a deep understanding of the operations and geopolitical considerations surrounding the company's asset” and his addition to the Board “would provide minority shareholders with direct representation” and would increase “the overall independence of the board.”
ISS recommends that shareholders withhold their vote from Russel Robertson, thus removing from the Board one of the longest tenured directors, under whom the stock price has plummeted, governance has not improved, and the Company “failed to provide investors with sufficiently detailed financial disclosure during his tenure as chair of the audit committee.” In his place, ISS recommends that shareholders vote for Matthew Halbower.
Will majority shareholder Rio Tinto accept ISS’s recommendation in the name of improved corporate governance, or will it continue to obstruct the rights of all other shareholders?
Pentwater has for many years been a constructive and long-term shareholder of Turquoise Hill, calling for improved transparency, financial disclosure and corporate governance from Turquoise Hill Board and management. If Matthew Halbower is elected to the Board of Directors, as ISS recommends, minority shareholders will finally have a true representative on the Board, continuing the fight for their rights from inside of the Company.
We Need Your Support
We are seeking your support at the Company's upcoming annual and special meeting of shareholders to be held on July 24, 2020 to restore accountability at Turquoise Hill and give minority shareholders back their voice.
We encourage our fellow shareholders to consider the facts and take action against the current culture of entrenchment, value destruction and misconduct at Turquoise Hill. The interests of the Company's minority shareholders have been disregarded for far too long. Your vote is critical to initiate much-needed change, to restore accountability and to safeguard minority shareholder interests in Turquoise Hill.
Shareholders are urged to vote only the GOLD proxy:
- FOR the election of Matthew Halbower to the board of directors of the Company;
- WITHHOLD in respect of the election of all of the management nominees to the board of directors of the Company; and
- FOR the adoption of the shareholder proposal submitted by Pentwater to amend the Company's articles to provide minority shareholders of the Company with the exclusive right to nominate and elect three of seven directors to the Board.
Shareholders are urged to read the full text of Pentwater's proxy circular and related press releases, which have been filed and made available under Turquoise Hill's issuer profile at www.sedar.com.
For further information contact:
MacKenzie Partners, Inc.
Daniel Burch – 1-212-929-5748
Jeanne Carr – 1-917-648-4478
Email: SaveTRQ@mackenziepartners.com