qa rough transcript

Here is a transcript I typed as the meeting progressed.

Some parts are missing, because of the speed of talking. It is up to you to make up your own mind on whether it is representative of what was said.

Maybe the Press, or the Company will provide a more complete version.

Director Re-elections

Anonymous Speaker
I have a problem with Oz Minerals having 11 directors on its board.
When companies like BHP only have 11 directors, including the Chairman and MD;
RIO Tinto has 14 including the CEO;
CBA has 14 directors including the Chairman;
NAB has 12 including the Chairman, the CEO, and 2 executive;

OZ minerals is just a baby compared to those companies.
Why do we need so many?
Surely we don't need that many rubber stamps?

(some clapping)

The other point I want to make:

Recently Mr. Peter Mansell spoke very strongly against the election of 2 directors in WAN.
How can he in good conscience now stand to reelection, when he said that 5 was enough at WAN, but 11 on this board is ok.

It seems to me we're top heavy with Non executive directors in this company.
They joined the Old Boys Club and make a career of it.
When you're paying them over 100,000 - it's not a benevolent society



I think too much of this goes on.

I'm 88 now and have 50 years in business.
I can't see why it was necessary for Mr. Hegarty to leave the board to get Mr. Michelmore to join.
Why couldn't he have worked alongside Mr. Michelmore?

Chairman: -- I think you've had a pretty fair go --

Leaves to applause.

Chairman:
The 1st year of a merger creates a lot of extra work. I am comfortable there will be plenty of work to ensure that this merger succeeds. The 1st year is vital.
I did say we would move down to 8 directors. We may move down a little more to be enable us to bring new blood on.
Despite what you might think we don’t sit around twiddling our thumbs and collecting cash - there is a great deal of work involved. That work is growing. There are demands for more committees to be formed, to meet legal requirements of corporations, taxation etc.. Accordingly the work has to be done.
Why do we need Compliance as a rubber stamp? It's anything but. The compliance committee is not there just to check and tick.
For example - they looked at the metallurgical accounting that goes on. They check that the stockpiles we say we have are done in the correct way - so that you can have confidence.
You refer to top heavy. I think that's an opinion. I think 8 is about right.

Why can't we have a duopoly at the head of the company?
There are few examples in business where it works. 1 Chief who reports to a board is better.
Owen has said we are growing a diversified mining house of international stature.
He saw the opportunity that we could take a significant step with this. He knew that the outcome of the ZFX and OXR merger would lead to one CEO. He knew he would have to step down. He took the opportunity because it was the right thing to do.



Tom Rado, Shareholder, Proxy Holder, Australian Shareholders Association:
The previous shareholder came in strong about the present numbers.
It seems logical and fair that all existing directors form the new board. However in time, the numbers should be reduced. In view of the fact that you have announced that it will be reduced - we welcome it. Thankyou.

Mary Crawford
I think a reduction in board would be excellent. Mr. Mansell might like to consider stepping down. He is a chairman of 2 companies, non exec of a further 3. He is overworked and couldn't devote sufficient time to give Oz Minerals the very best. In these difficult times while shareholders are struggling very hard, they need top quality directors doing their very best. I am not suggesting Mr. Mansell is not up to the job, I think he has too much to do.


Chairman:

Does he have time? I have at no stage found that peter has not had the time necessary to progress and consummate the merger. We all have to balance our workload between our various commitments. Judgements we make are: AM I being short-changed? We would be very quick to tell someone that they are not pulling their weight. That has not occurred.


Tom Rado I would like to support Mary. We do not support the re-election of Mr. Mansell. Mr. Mansell is a fine gentleman with an excellent track record. The ASA is concerned about the workload that an individual should take on.


Stephen
You have also not disclosed another 3 directorships on top of his ones in listed companies.
In the case of WAN each time Mr. Mansell said - we only have 4 directors - the are no vacancies.
The hypocrisy of him coming on this board is breathtaking. Also the conflict in NyStar ZFX relationship is problematic.






Directors Fee Pool

Q- How much will director fees be per director?

A-
150 is the Median for directorships.
20-40K for committee fees.
Owen Hegarty committee fees will require be higher because of the extra work involved.

Chairman:

I would like to thank Owen for his contribution to the company.

I am going to withraw the resolution regarding Owe Hegarty's termination payments.

Shareholders Approach Podium
Chairman:
I am closing the meeting
People in background wish to speak, but are declined the opportunity.

Chairman:
I am not opening discussion [on Owen Hegarty’s $10million termination payment] because there is no resolution before the meeting.


Meeting Closed.