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In anticipation of shareholder approval of the sale of assets to Minmetals, OZ Minerals has
reviewed its Board and Management structures. As a smaller company with a less diverse
portfolio, OZ Minerals will not require a Board of eight members and its management
structure will also need to be leaner.
Board
The Board has decided that the optimal size for the Board of OZ Minerals following
completion of the Transaction is six, comprising five independent, Non-Executive Directors
plus the Managing Director and Chief Executive Officer.
Mr. Anthony Larkin has submitted his resignation with effect from 4 May 2009, and the Board
does not intend to fill the vacancy created by his resignation. In addition, Mr. Ronnie Beevor,
who retires from the Board in accordance with the Company’s Constitution at the next Annual
General Meeting on June 11, 2009 will not seek re-election and the Board has decided not to
replace Mr. Beevor.
On the assumption that the proposed sale of assets to Minmetals is completed as expected,
Mr. Andrew Michelmore, Managing Director and Chief Executive Officer, will resign from OZ
Minerals and take up a senior executive role with Minmetals. A search and selection process
for a Managing Director to replace Andrew Michelmore has been initiated in anticipation of
the Minmetals sale process being completed
As well as reducing the number of Directors, the Board has also decided that it is appropriate
to refresh the Board and, to that end, Mr. Barry Cusack, Chairman of the Board, and Mr. Peter
Mansell also plan to resign from the Board once a new Managing Director has been
appointed and the Company has successfully completed the transition to its new form. The
exact date of their resignations is therefore not yet certain, but it is intended to be prior to OZ
Minerals’ 2010 Annual General Meeting. New Directors will be appointed to replace Mr.
Cusack and Mr. Mansell possibly before they leave the Board, and those new Directors will be
presented for election at the first General Meeting of shareholders following their
appointment.
Following completion of all these steps, five of the current eight member Board – Mr. Beevor,
Mr. Cusack, Mr. Larkin, Mr. Mansell and Mr. Michelmore – will have left the Board and will
have been replaced by two new Non-Executive Directors plus the new Managing Director.