TIDMFRES
RNS Number : 0445X
Fresnillo PLC
29 April 2021
Fresnillo plc
21 Upper Brook Street
London W1K 7PY
United Kingdom
www.fresnilloplc.com
29 April 2021
Fresnillo plc - Board and Committee Changes
Fresnillo plc (the "Company") announces that Mr Alberto
Baillères (89) is stepping down as Chairman of Fresnillo plc and
will be leaving the Board of Directors of the Company ("the Board")
with immediate effect. The Board has invited Mr. Alberto Baillères
to become Honorary President of Fresnillo plc in recognition of his
enormous contribution in creating Fresnillo plc as a major mining
company and a constituent of the FTSE-100 Index.
Mr Alejandro Baillères (60), currently Deputy Chairman of
Fresnillo plc, has been elected Chairman with immediate effect.
The Company also announces that the Nominations Committee has
recommended to the Board, and the Board has agreed, while Mr
Alberto Baillères was still acting Chairman, that Mr Héctor Rangel
be proposed for election as an independent non-executive director
and Mr Eduardo Cepeda as a non-executive director, both at the 2021
annual general meeting, which is due to be held on 24 June 2021
(the "AGM"), with their appointments, in each case, to take effect
from the conclusion of the AGM, if approved.
Mr Rangel is the President of BCP Securities Mexico, a joint
venture with BCP Securities LLC, a US investment bank specializing
in emerging markets. Prior to this role, he was the Chief Executive
Officer of Nacional Financiera S.N.C. and Banco Nacional de
Comercio Exterior and a member of Mexico's cabinet under President
Felipe Calderon. Mr Rangel holds a degree as Industrial Engineer
from Purdue University and an MBA from Stanford University.
Mr Rangel has extensive corporate and investment banking
expertise having held various executive positions with the Grupo
Financiero Bancomer from 1991 until 2008, including a tenure as
Chairman of the Board. Mr Rangel has also been President of the
Mexico Bank Association and President of the Mexican Business
Council.
Mr Rangel served on the Company's Board as an independent
non-executive director from April 2008 to January 2009. Mr Rangel
presently serves on the board of Canadian Utilities Limited (an
ATCO company), Luma Energy LLC, and Polyforum Cultural Siqueiros,
as well as President of the Board of Trustees of the Museum Franz
Mayer.
Mr Rangel is an independent non-executive director of Grupo
Nacional Provincial, S.A.B. and Profuturo Afore, S.A. de C.V.,
which are companies within the BAL Group. He is not involved in
executive duties in any of those companies and has a similar
obligation to be independent for those two companies as for
Fresnillo. The Board does not consider that Mr Rangel's position as
an independent non-executive director of the Company is adversely
impacted by those two appointments.
Mr Cepeda was President and Senior Country Officer at JP Morgan
based in Mexico City from 1993 to 2019. He was also Chief Executive
Officer of JP Morgan Wealth Management Latin America, also based in
Mexico City from 2009 to 2012. He led many important investment
banking transactions, both in the public and private sectors, being
a key participant in the growth and development of JP Morgan's
business in Mexico and Latin America.
Mr Cepeda has a degree in Business Administration and Economics
from Deusto University, Bilbao and an MBA from the University of
Southern California.
Mr Cepeda served two periods as Vice President of the Mexican
Bank Association and also served on the board of the Woodrow Wilson
International Center for Scholars and has served as a counsellor in
several organisations related to culture, education and health.
Mr Cepeda presently serves on the board of Grupo Profuturo,
S.A.B. de C.V. and Grupo Palacio de Hierro, S.A.B. de C.V. He is
also a director of Profuturo Pensiones, S.A. de C.V.; Profuturo
Afore, S.A. de C.V.; Valores Mexicanos Casa de Bolsa, S.A. de C.V.
and EnerAB, S. de R.L. de C.V.
Mr Cepeda is currently an adviser to the BAL Group and
therefore, the Board does not consider him to be an independent
Non-executive Director.
During the Board meeting held on 28 April 2021, Mr Alberto
Baillères said of Mr Rangel's appointment: "I am very pleased that
Hector has agreed to join our Board, subject to his election at the
Company's forthcoming annual general meeting. With a broad
understanding of Mexican business based on a distinguished career
in banking, Mr Rangel will be a valuable addition to the Fresnillo
board. I look forward to welcoming him to the Board following the
2021 AGM."
Mr Alberto Baillères also said of Mr Cepeda's appointment: "I am
delighted that Eduardo has agreed to join the Board. He has
considerable experience in finance, international markets and
banking. I also look forward to welcoming him to the board
following the 2021 AGM".
The Board, at its meeting held on 28 April 2021, has also
approved several recommendations from the Nominations Committee
with respect to the following changes to the membership of the
different Board Committees which will take immediate effect:
- Mr Alberto Tiburcio, an independent nonexecutive director of
the Company, has been appointed as Chairman of the Remuneration
Committee, in place of Mr Charles Jacobs.
- Mr Charles Jacobs, an independent nonexecutive director of the
Company, has been appointed as member of the Nominations Committee,
in place of Mr Alberto Tiburcio.
- Mr Alejandro Baillères, a nonexecutive director of the
Company, has been appointed as Chairman of the Nominations
Committee, in place of Mr Alberto Baillères.
- Mr Alejandro Baillères, a nonexecutive director of the
Company, has been appointed as member of the Remuneration
Committee, in place of Mr Alberto Baillères.
The Board has also approved a recommendation from the
Nominations Committee that Mr Rangel be appointed as a member of
the Audit Committee in place of Mr Charles Jacobs, with effect from
his appointment to the Board after the AGM.
In light of the foregoing, the new compositions of all the
relevant committees will be as follows:
Nominations Remuneration Committee Audit
Committee Committee
------
Chair Alejandro Baillères Alberto Tiburcio Alberto Tiburcio
------ --------------------------- ------------------------- -------------------
Barbara Garza Lagüera Guadalupe de la Vega Georgina Kessel
--------------------------- ------------------------- -------------------
Charles Jacobs Alejandro Baillères Héctor Rangel
(after the AGM)
--------------------------- ------------------------- -------------------
Although Mr Alejandro Baillères was non-independent at the time
of his appointment to the Board (and therefore his membership of
the Remuneration Committee does not comply with Code Provision 32
of the UK Corporate Governance Code), the Board has determined that
Mr Alejandro Baillères' experience and knowledge of the Group and
the Mexican market and his considerable contribution to the
Remuneration Committee's deliberations justifies his membership of
that Committee.
The Board confirms that Audit and Nominations memberships
continue to comply with the relevant UK Corporate Governance Code
provisions on composition.
The information contained within this announcement is deemed by
Fresnillo plc to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014. Upon the publication
of this announcement, this inside information is now considered to
be in the public domain. The person making the notification is
Carlos Ortiz Mena, Head of Legal, Fresnillo plc. The time of the
notification is 7:00 am UK time.
For further information, please visit our website
www.fresnilloplc.com or contact:
FRESNILLO PLC Tel: +44 (0)20 7399 2470
London Office
Gabriela Mayor, Head of Investor
Relations
Patrick Chambers
Mexico City Office Tel: +52 55 52 79 3206
Ana Belem Zárate
POWERSCOURT Tel: +44 (0)7793 858 211
Peter Ogden
ABOUT FRESNILLO PLC
Fresnillo plc is the world's largest primary silver producer and
Mexico's largest gold producer, listed on the London and Mexican
Stock Exchanges under the symbol FRES.
Fresnillo plc has seven operating mines, all of them in Mexico -
Fresnillo, Saucito, Ciénega (including Las Casas Rosario &
Cluster Cebollitas), Herradura, Soledad-Dipolos(1) , Noche Buena
and San Julián (Veins and Disseminated Ore Body), three development
projects - the Pyrites Plant at Fresnillo, the optimisation of the
beneficiation plant also at Fresnillo, and Juanicipio, and four
advanced exploration projects - Orisyvo, Rodeo, Guanajuato and
Pilarica, as well as a number of other long term exploration
prospects.
Fresnillo plc has mining concessions and exploration projects in
Mexico, Peru and Chile.
Fresnillo plc has a strong and long tradition of exploring,
mining, a proven track record of mine development, reserve
replacement, and production costs in the lowest quartile of the
cost curve for silver.
Fresnillo plc's goal is to maintain the Group's position as the
world's largest primary silver company and Mexico's largest gold
producer.
(1) Operations at Soledad-Dipolos are currently suspended.
FORWARD-LOOKING STATEMENTS
Information contained in this announcement may include
'forward-looking statements'. All statements other than statements
of historical facts included herein, including, without limitation,
those regarding the Fresnillo Group's intentions, beliefs or
current expectations concerning, amongst other things, the
Fresnillo Group's results of operations, financial position,
liquidity, prospects, growth, strategies and the silver and gold
industries are forward-looking statements. Such forward-looking
statements involve risk and uncertainty because they relate to
future events and circumstances. Forward-looking statements are not
guarantees of future performance and the actual results of the
Fresnillo Group's operations, financial position and liquidity, and
the development of the markets and the industry in which the
Fresnillo Group operates, may differ materially from those
described in, or suggested by, the forward-looking statements
contained in this document. In addition, even if the results of
operations, financial position and liquidity, and the development
of the markets and the industry in which the Fresnillo Group
operates are consistent with the forward-looking statements
contained in this document, those results or developments may not
be indicative of results or developments in subsequent periods. A
number of factors could cause results and developments to differ
materially from those expressed or implied by the forward-looking
statements including, without limitation, general economic and
business conditions, industry trends, competition, commodity
prices, changes in regulation, currency fluctuations (including the
US dollar and Mexican Peso exchanges rates), the Fresnillo Group's
ability to recover its reserves or develop new reserves, including
its ability to convert its resources into reserves and its mineral
potential into resources or reserves, changes in its business
strategy and political and economic uncertainty.
LEI: 549300JXWH1UV5J0XV81
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END
BOAFIFIRSRIAFIL
(END) Dow Jones Newswires
April 29, 2021 02:07 ET (06:07 GMT)
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