Independent director or loyal spokesperson?

The financial newspaper De Tijd published an opinion by Kris Vansanten in which he argues that Nyrstar should finally act in line with its fiduciary duties. Board members should put the interests of the company first, rather than those of its dominant shareholder Trafigura. The opinion voiced by the representative of the minority shareholders is a reaction to an interview with Mr. Marc Taeymans, ‘independent’ director of Nyrstar, in which he made a number of highly questionable statements. When an independent director publicly defends the point of view of the party that appointed him – even in the context of a controversial restructuring, pending legal proceedings, and a critical FSMA audit – that independent director must be able to convincingly demonstrate how he or she maintains his or her independence. Simply proclaiming this independence is not enough – self-proclamation is no proof of independent thinking and acting.

Marc Taeyments presents himself as independent, but in reality acts as the mouthpiece of Trafigura – the dominant shareholder behind the highly controversial restructuring that minority shareholders have been opposing for years. Under the pretext of powerlessness, he implicitly proposes a solution whereby minority shareholders must be content with the crumbs that fall from the table (a few cents per share) – which would be the definitive confirmation of the gigantic transfer to Trafigura that took place in the period 2015-2019 and is estimated to be worth around €2 billion.

During the General Meeting in 2023 at which his candidacy was presented, Mr. Taeymans was explicitly asked whether he would place his independence above the provisions of the loan agreement with Trafigura. His evasive answer contrasted sharply with the clear answer given by another candidate – who did receive the support of all minority shareholders, but was defeated by Trafigura's 𝘥𝘦 𝘧𝘢𝘤𝘵𝘰 veto right.

Today, we see the result: public statements in which the Board of Directors shirks its responsibility, in which 400 pages of audit work are dismissed, and in which the binding loan conditions cannot be questioned. And Nyrstar's continued stubborn refusal to take responsibility by suing Trafigura for indemnification in light of numerous indications of legal violations, hidden profit distributions, and even manifest misuse of company assets. As a result, Nyrstar remains chained to the past.

If Nyrstar is really considering a settlement with the minority shareholders, then it is time to put this into action. But this must be done in a context of transparency and genuine independence, breaking free from the straitjacket that binds it to Trafigura..

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