Nyrstar's board of directors is sinking further into its self-created quagmire.
- Kris Vansanten
- Jun 19
- 2 min read
Updated: 2 days ago
Another unexpected twist in the Nyrstar case: Kris Peeters withdraws as candidate director.
What could be going on?
Until recently, Mr. Peeters was a director at the European Investment Bank (EIB).
Some research reveals that Article 6.1 of the EIB's Code of Conduct for the Board of Directors stipulates the following after the end of such a mandate:
"Former Members of the Board of Directors have the duty to behave with integrity and discretion as regards the acceptance of certain appointments or benefits after their term in office. During a period of 12 months after the termination of their EIB mandate (the “cooling-off period”) [...] former Members are entitled to perform profitable occupational activities with any other entity during the cooling-off period 𝐮𝐧𝐥𝐞𝐬𝐬 𝐭𝐡𝐞𝐬𝐞 𝐰𝐨𝐮𝐥𝐝 𝐫𝐚𝐢𝐬𝐞 𝐜𝐨𝐧𝐟𝐥𝐢𝐜𝐭𝐬 𝐨𝐟 𝐢𝐧𝐭𝐞𝐫𝐞𝐬𝐭 𝐚𝐧𝐝 𝐫𝐞𝐩𝐮𝐭𝐚𝐭𝐢𝐨𝐧𝐚𝐥 𝐫𝐢𝐬𝐤𝐬 𝐟𝐨𝐫 𝐭𝐡𝐞 𝐄𝐈𝐁 𝐰𝐡𝐢𝐜𝐡 𝐜𝐨𝐮𝐥𝐝 𝐧𝐨𝐭 𝐛𝐞 𝐝𝐮𝐥𝐲 𝐦𝐢𝐭𝐢𝐠𝐚𝐭𝐞𝐝. The prior approval of the ECC shall be required in due time[...]"
It seems pretty clear that the European Investment Bank (EIB) doesn't want to get caught up in a story about alleged cuckoo fraud, market manipulation, and abuse. Especially not in a situation where the Board of Directors of Nyrstar (and therefore also Mr. Peeters, who was allowed to accept the mandate) owes money to its reference shareholder Trafigura because of a Limited Recourse Loan Facility, which has provisions that directly contradict the EIB's lending policy. Peeters, should he have accepted the mandate) is beholden to its reference shareholder, Trafigura, through a Limited Recourse Loan Facility, which contains provisions that are directly contrary to mandatory legal provisions requiring directors to act in the interests of the company and not of the reference shareholder. This is certainly not the case in the knowledge that Trafigura has been convicted several times for corruption and other unsavory practices, that a criminal investigation is pending at the Antwerp Public Prosecutor's Office, and that the Sanctions Committee of the FSMA will soon issue a final ruling on the aforementioned market manipulation.
This raises the question of why Mr. Peeters put himself forward as a candidate in the first place.
It is not inconceivable that the executive search agency that convinced him painted a misleading or at least incomplete picture of the situation. This may be because they, in turn, only received an incomplete briefing, but that does not alter the fact that the old Flemish proverb “whoever befriends the devil should not be afraid of hell” applies here.
It is now up to the Board of Directors to spin this self-created problem away with the help of their army of spin doctors, as is their custom. We fully understand Mr. Peeters' decision, but at the same time regret that the lack of a reliable, constructive discussion partner at Nyrstar's level remains a pressing issue.
automatic translation by Deepl
