Nyrstar Deserves Resolve, Not Defeatism

Is Nyrstar’s board of directors truly caught between a rock and a hard place? That metaphor positions the board as a victim. In reality, it has uncritically aligned itself with the interests of its majority shareholder, Trafigura.

In a recent interview with De Tijd, Marc Taeymans, an independent board member at Nyrstar, portrayed the company as a collatoral casuality in a dispute between Trafigura and minority shareholders. This portrayal is not only inaccurate—it is perilous. It perpetuates the illusion of powerlessness, while the board is actively making choices that entrench the conflict with minority investors.

Questionable Independence

Taeymans’ independence is at best questionable. His 2023 appointment to the board was backed solely by Trafigura—the commodities trader that, in 2019, orchestrated a controversial restructuring that saw nearly all of Nyrstar’s zinc assets transferred away, leaving the company an empty shell. All minority shareholders voted against his appointment.

Can a board member endorsed exclusively by the principal actor under scrutiny truly claim to be independent? The facts suggest otherwise. Taeymans appears to place Trafigura’s interests above those of Nyrstar—a stance fundamentally at odds with the duties of an independent board member.

Captive to Trafigura

By invoking the image of a roc and a hard place, the board casts itself as collateral damage. In truth, it has wholly embraced Trafigura’s narrative, including the notion that the 2019 restructuring was executed in a legitimate manner. This is far from a neutral stance. It disregards the efforts of minority shareholders to restore Nyrstar’s value—an objective the board itself ought to champion.

A truly independent board member would not be constrained by loan covenants from Trafigura that effectively gag any opposition to its interests. Initiating legal proceedings—at the very least as a protective measure—would be a logical and justifiable course of action, particularly in light of explicit warnings from the Belgian financial regulator FSMA about potential violations, and the ongoing criminal investigation.Yet the board chooses to portray itself as victim, directing its resistance at the very group striving to uphold the company’s interests: its minority shareholders.

Misleading the Market

Taeymans asserts that the millions in legal costs incurred by Nyrstar are solely the result of minority shareholder’s action. That is patently untrue. For six years, the company has had to defend itself against extensive FSMA findings.

To ignore this is to mislead. Indeed, such disingenuous communication is precisely what the FSMA has cited in its proceedings against Nyrstar—though the final verdict from the Sanctions Committee is still pending.

The board must break free from its paralyzing entanglement with Trafigura and finally prioritise the interests of the company and all its shareholders.

Empty Gestures

Taeymans claims the board would not obstruct a settlement with minority shareholders. Yet, to date, affected parties have seen no sign of goodwill. Quite the contrary.

At Nyrstar’s General Assembly in June, tensions flared. The board showed little understanding or openness to the minority shareholders’ concerns. Taeymans himself repeatedly refused to respond to pertinent questions—including those concerning recent court-authorised raids conducted at Nyrstar premises as part of the ongoing criminal investigation.

A Skillet on the Boil

The board says it would prefer to use Nyrstar’s resources for shareholders rather than litigation. A noble sentiment—on paper. In practice, Nyrstar has been stripped of nearly all substance. The company is now a hollow listed shell. Its valuable assets sit with Trafigura. And the board—under the sway of that same party—stands by passively.

The situation is reminiscent of an overheated skillet: Trafigura forms the pan’s base; the board is dough stuck to it by loan conditions imposed by Trafigura. An independent board member ought to be the oil that releases the dough—not by voicing helplessness, but by acting in the interests of all shareholders.

A Call for Accountability

Nyrstar does not need defeatism. It needs independence—and accountability. The board must sever its debilitating ties with Trafigura and finally uphold its fiduciary duty to all shareholders. Only then can justice prevail, and value be restored—for Nyrstar, for its shareholders, and for the Belgian economy at large. We stand ready to work constructively with all parties toward a resolution that strengthens the company, restores confidence in Belgium’s capital markets, and ultimately defends the integrity of our democratic rule of law.

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