Corporate GovernanceOTML is an unlisted PNG majority State Owned Enterprise (SOE) operating in accordance with the Papua New Guinea Companies Act (1997).
We are committed to maintaining robust and transparent corporate governance practices. This includes monitoring and adopting as appropriate, contemporary international practices such as the guidance principles of the Australian Stock Exchange Corporate Governance Council as follows:
- Majority of the Directors are independent;
- The Chairman is independent;
- The Board of Directors (or the Board) has three standing committees; and
- Non-executive Directors do not receive any short or long-term incentives, equity-based remuneration or retirement/termination benefits.
OTML operates within a legal framework that is governed by various Acts, conditions and commitments including:
- The Mining (Ok Tedi Agreement) Act 1976 (as amended and supplemented) ;
- The Mining (Ok Tedi Mine Continuation (Ninth Supplemental) Agreement) Act 2001 which includes The Ok Tedi Mine Closure and Decommissioning Code 2001;
- Approved proposals and variations to approved proposals (Change Notices) ;
- Leases issued under both the Mining and Lands Acts; and
- Mining (Safety) Act 1977 and Regulation.
In addition to the above, there are numerous agreements between OTML, the State, the Provincial Government, landowners and shareholders.
The shareholder structure for OTML as at 31 December 2017 is shown below:
Ok Tedi Mining Limited. Total Shares: 192,700,000
Star Mountain Ltd
MROT No.2 Ltd
CMCA HOLDINGS Ltd
State of PNG
Decision 183/2016 of the National Executive Council “Allocation of Direct Equity in OTML to Fly River Provincial Government, CMCA and Mt. Fubilan Landowners (33% Direct Equity in OTML)” confirmed the intent of the State to transfer 33% of equity in OTML. This decision was formalised by way of execution of relevant share transfers in 2018.