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146 | Environmental and social transparency under the Companies Act 2006Annex 7: Company AGMs in practice: the mining industry | 147(4) Any member may require a copy of any of the records on payment of such fee asmay be prescribed.The minutes of AGMs must be open to any member of the company toinspect in person at the company’s registered office (or other designatedplace). The company must also provide copies to any member that requeststhem, at a prescribed fee.However, there is no statutory requirement for companies (even quotedcompanies) to make the minutes of their meetings available via a website,or to the general public for inspection in person. This means that anyshareholder who does not attend the meeting will have limited access toinformation regarding the events and conduct of the meeting, particularlywhere shareholding is geographically remote. More broadly it means alack of transparency to the public in general.A.6.5.3 Media coverageAs already discussed in section 6.3.4 above, there is no statutory right forthe media to be given access to AGMs. It is entirely at the discretion ofthe individual company as to whether to grant access and provide suchtransparency. 355Annex 7:Company AGMs in practice: the miningindustryA.7.1 The emergence of practice: The RTZ 1982 148Annual General MeetingA.7.2 Examples of practice in the UK 148A.7.2.1A.7.2.2A.7.2.3A.7.2.4Rio Tinto plc / RTZAnglo American plcBHP Billiton plcVedanta Resources plcA.7.3 Examples of relevant practice outside of the UK 156A.7.3.1A.7.3.2Rio Tinto LtdBHP BillitonAnnex 6 outlined the rights of shareholders and other key actors in relationto company Annual General Meetings (AGMs), including the right ofshareholders to appoint ‘proxies’ to attend the meeting in their place andexercise their rights, when they cannot (or choose not to) attend. Whilethese relationships were traditionally intended to better facilitate shorttermwealth accumulation for the individual shareholders, 356 they havebeen utilised in practice to allow access to meetings for (i) people whohave been affected by company activities, and (ii) individuals or groupsrepresenting the interests of those people, to explain to shareholders theimpacts that their company are having on communities or local environments,and to question the directors about company policies relating tothese impacts. 357Many large mining companies routinely and without challenge allowaccess to their AGM to people who have been affected by company activitiesor their representatives, and allow engagement and discussion duringthe meeting relating to the company’s environmental or social impacts.This practice has a long history which is well documented. The practiceprovides an extremely important scrutinising function within the companyreporting cycle (as explained earlier in this review). Along withexternal audit, and the role played by the Financial Reporting Review
148 | Environmental and social transparency under the Companies Act 2006Annex 7: Company AGMs in practice: the mining industry | 149Panel (FRRP), it plays an essential complementary role in ensuring thatcompany management are providing appropriate transparency to shareholders,and exercising the discretion they have in the reporting processin an appropriate manner.A.7.1The emergence of practice: The RTZ 1982 AnnualGeneral MeetingThe events of the 1982 RTZ 358 AGM in London have been cited as a keycatalyst for the increasing use of AGMs as an opportunity for people whohave been negatively affected by company activities (or their representatives)to air their grievances to shareholders, and for company social andenvironmental responsibility to be scrutinised.At that meeting, 359 after a stream of questions about the RTZ group’s uraniummining in Namibia, 360 two Aboriginal delegates (who were shareholdersand had travelled from Australia to attend) 361 asked the chair, SirAnthony Tuke, a question relating to the way that company activities wereaffecting their land rights. At that point the chair, ignoring the question,abruptly announced the closure of the meeting.The delegates then moved towards the platform, while the directors leftit. The delegates occupied the platform and held an open session on thecompany’s actions and their personal grievances for around 15 minutes,with considerable support from fellow protestors in the meeting. Subsequently,all protestors were ejected (in some cases physically) 362 by thepolice, in what was the first and only time that police are known to havethrown shareholders out of their own company meeting. The meeting, thechairman’s conduct, and the forced ejections received massive worldwidepublicity and widespread condemnation from commentators of manypolitical persuasions.At the next year’s AGM, the chair gave the floor to questions from aggrievedprotestors’ for nearly two hours.A.7.2Examples of practice in the UKSince the events of the 1982 RTZ AGM, this type of practice at companygeneral meetings has grown; a great number of mining company AGMshave been attended by individuals who have used them as an opportunityto take the company directors to task over the operations and impacts ofthe company (or its subsidiaries or associates), and expose shareholdersto important information about the impacts that their investments werehaving.This Chapter will outline practice relating to the AGMs of the three UKgiants of the mining industry, as well as those of Vedanta Resources, 363which is of particular note due to its highly controversial operations andhigh public profile in relation to social and environmental impacts.The level of detail on company AGMs varies between companies, as transparencyvaries between companies (as we have seen in Annex 6, they haveno obligation to publish detailed minutes of AGMs), and therefore evidencerelies to a great extent on the accounts of third parties in attendance. 364For each company, a brief summary of key facts will be given, before outliningexamples of the activity that their AGMs have seen in recent years.A.7.2.1Rio Tinto Plc / RTZRio Tinto Plc (formerly The RTZ (Rio Tinto Zinc) Corporation) is one of thetwo parent holding companies of the Rio Tinto Group, making up its ‘duallisted’structure. It is headquartered in London and listed on the LondonStock Exchange, while its corresponding twin parent company has executiveoffices in Melbourne and is listed on the Australian Stock Exchange. 365The Group’s major products include aluminium, copper, diamonds, energyproducts, gold, industrial minerals and iron ore. Its operations ‘span theworld’, 366 and as at 31 December 2007, had a market capitalisation of overUS$160 billion. 367- AGM 1995 – Two West Papuans attended and raised questions regardinga perceived lack of community consultation or recognition of violationof indigenous rights before RTZ’s deal with Freeport, drawinga connection between current mining, its further expansion, severepollution of the local environment, military oppression and denial ofIndigenous rights. 368- AGM 1996 – Over 40 speakers were in attendance to question companyactivities relating to environmental or social impacts, around half ofwhom were indigenous people from all over the world, in London forthe Mining and Indigenous Peoples Consultation. To name a few: an
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