Tianqi, AFP Provida and civil society actors such as Conadecus have requested that the joint operation between the non-metallic mining company and the state-owned mining company have the legitimacy of all its shareholders, including the pension funds.
The questioning by the Chinese mining company Tianqi of the responsibility of the Sociedad Química y Minera de Chile (SQM) to ensure greater transparency in the agreement between SQM and Codelco for the exploitation of Chilean lithium has been echoed by other shareholders and representatives of the company. civil society, who have insisted on the need to submit the agreement to the shareholders' meeting for approval of the operation, which has until May 31.
Tianqi has announced that it will take legal action, if necessary, to force SQM's board of directors to submit the agreement with the state-owned mining company to an approval board, alleging that the refusal violates transparency and the rights of all minority shareholders. In his opinion, the president of the board of directors of the non-metallic mining company has repeatedly violated the impartiality and loyalty that the management owes to all its shareholders.
In fact, the president of the Chinese company reaffirmed the above by pointing out that he would take legal action if SQM insisted on signing the agreement without first putting it to a vote at a shareholders meeting.
"At Tianqi we observe with great concern and curiosity SQM's insistence on not calling a shareholders' meeting to vote on the agreement with Codelco. It really seems unsustainable that they insist on implementing an agreement of this magnitude without complying with the law, thus creating a legal situation extremely delicate for both SQM and Codelco," commented Frank Ha.
The lack of transparency in the negotiations makes it impossible for shareholders to know and evaluate the possible impact of the agreement on the company's assets and on the investors' capital, especially the impact on the valuation and conditions of the transfer of the Salar Maricunga to Codelco.
These questions were also raised by AFP Provida, when it noted that the agreement had to be put to a vote at the General Meeting to ensure maximum transparency and participation of all shareholders.
This was echoed by Gonzalo Alvear, representative of the pension company, who clarified that the measure will ensure maximum transparency and participation of all shareholders and warned that the operation directly affects the interests of minority shareholders and the Chilean capital market.
"Allowing the sale of strategic assets of a corporation by the sole decision of the board of directors, in our opinion, directly affects the interests of minority shareholders and therefore the Chilean capital market. This is potentially complex for minority shareholders, not specifically for this transaction, but because it sets a delicate precedent for future similar transactions," Alvear said at SQM's extraordinary shareholders meeting.
The former president of the Council for Transparency, Marcelo Drago, pointed out in a recent column that "this curtain of opacity" also affects pension funds, since it harms institutional investment due to the crisis of confidence that this transaction could cause.
"Not only is it problematic from a corporate governance point of view, but it raises serious ethical and legal questions that could affect the viability of the company," he said.
Meanwhile, the president of Conadecus, Hernán Calderón, went to the Superintendency of Pensions to request that the AFPs be asked to inform the pension fund managing institutions about their participation in SQM and that the administrators comply with their obligations to protect the interests of the companies they manage.
"Provida's position reflects a concern for transparency and the defense of the interests of minority shareholders, which is consistent with the spirit of protection of members that the AFPs must guarantee according to current regulations," Conadecus said in its letter. , in which it calls on other entities to take measures to protect the assets of their pensioners and exercise their regulatory power.
For Diego del Barrio, doctor in Economics and dean of the Faculty of Economics and Administrative Sciences at the University of Valparaíso, the lack of attention of the SQM board of directors to the demands of shareholders reflects the lack of impartiality with which it is acting.
In recent columns he delves into this point: "The directors of a company like SQM, and of any company governed by the same law, must look after the interests of all shareholders, not just some of them. When entering into an open dispute “With one of its shareholders, the president of the company is publicly taking a particular position, which raises concerns about trust in SQM's management and the investment environment in Chile.”
According to Del Barrio, putting the future of Chile's national lithium policy in an agreement that can be questioned in the long term constitutes an excessive risk, threatening the stability and reputation of the Chilean capital market.
"Has trust in SQM's management been compromised due to Guerrero's lack of impartiality in his statements? Could these statements affect the perception of the investment climate in Chile, especially in the lithium sector? Is there impartial information about the content of the agreement that is being drawn up between SQM and Codelco? Or has access to information only been limited to non-controlling shareholders, including pension funds?"
For the specialist, it is essential to ensure transparency, legal and institutional security and establish mechanisms for dialogue and cooperation between the government, companies and foreign investors to dispel existing doubts and give viability and legitimacy to the agreement.
Trust is the cornerstone of sustainable development, as it guarantees that initiatives are not only successful in the short term, but are maintained over time thanks to the collective effort and commitment of all parties involved .
