At 2.32pm on Monday, February 8, I emailed through a board nomination consent to Rio Tinto Ltd company secretary Stephen Consedine, which included the following proposed platform:

Mr Mayne is standing for the Rio Tinto board as an alternative to the incumbent non-executive directors seeking re-election. These directors supported the value-destroying folly of paying an enterprise value of $US44 billion for Alcan in 2007 yet continue to draw board fees.

Rio Tinto has added only one new non-executive director, chairman Jan du Plessis, to its 14-person board over the past two years. Where is the boardroom accountability for the refusal to originally engage with BHP-Billiton, the debt-laden balance sheet, the massively discounted rights issue and the purported bail out from Chinalco?

I may not be the answer, but a vote for the outside candidate should give the board a jolt to get on with the job of renewing its ranks and showing some accountability.

Mindful that the deadline for nominations was the following day, the letter also included the following request:

If there are any outstanding qualification issues pursuant to your constitution could you please inform me of those before the deadline for nominations passes.

At 7.52am on Tuesday morning, the following email came back from Rio Tinto and I thought everything was fine with the nomination:

Stephen

I confirm receipt of your facsimile dated 8 February.

Regards
Stephen Consedine
Company Secretary — Rio Tinto Limited

When the clock ticked over to Wednesday and the deadline for nominations passed, Rio Tinto released the following statement from its head office in London announcing the impending retirement of two long-serving directors at the forthcoming AGMs and the appointment of two new directors, neither of whom is Australian.

Finally, at 7.55am this morning, Stephen Consedine sent through this email:

Stephen

I refer to your fax dated 8 February.

We have considered your fax and concluded that it does not constitute a valid nomination for election at the 2010 Annual General Meeting as required by Rule 96(e)(i) of the Constitution.  That rule requires that a nomination for election in these circumstances must be signed or appropriately authenticated by a member other than the person to be proposed for election.

I also note that the period within which such a nomination for the 2010 Annual General Meeting must be lodged has expired.

For your information, below is the link to the announcement made overnight regarding changes to the Rio Tinto board.

Regards

Stephen
Stephen Consedine
Company Secretary – Rio Tinto Limited

It would be amusing to know all the coming and goings in London that were triggered by that first email nominating for the board. Was the announcement of new directors and the departures of Sir David Clementi and David Mayhew, the two plumiest and longest-serving of the London Establishment that controls Rio Tinto, brought forward by the prospect of a contested election.

Who made the decision to ignore the request for any constitutional non-compliance to be pointed out before the nominations deadline passed? It should all make for interesting fodder at the Melbourne AGM on April 23.

At least we should celebrate the fact that Rio Tinto is now belatedly getting on with the job of board room renewal and accountability, albeit without fixing the glaring lack of Australian directors at a company that generates a majority of its profit from Australia.