RCF Affirms Its Commitment to Transformational Change at IAMGOLD and Corrects Misleading and Inaccurate Statements
IAMGOLD's Recent Statements Include Self-Serving Falsehoods and Mischaracterizations
RCF Calls on the Board to Listen to its Shareholders, Re-Engage with RCF and Stop Wasting Valuable Time and Money when the Focus Must be on an Urgently Needed Operational Turnaround
https://www.goldseiten.de/artikel/526533--RCF-Affirms-Its-Co…
TORONTO, Feb. 3, 2022 - Resource Capital Fund VII L.P. ("RCF VII"), a fund managed by RCF Management L.L.C. ("RCFM" and together with RCF VII, "RCF"), owning approximately 5.2% of the issued and outstanding common shares ("IAG Shares") of IAMGold Corp. ("IAMGOLD") (TSX: IMG) (NYSE: IAG), today reaffirmed its commitment to transformational change at IAMGOLD and putting aside its differences in order to focus on the best interests of IAMGOLD shareholders.
RCF was disappointed to read IAMGOLD's February 2nd press release, an account that is a creative medley of self-serving mischaracterizations and fabrications regarding the recent engagement. RCF will not engage in a distracting tit-for-tat with IAMGOLD except to note that, other than the request that Maryse Bélanger be appointed Chair, each and every one of the specific accusations made against RCF in IAMGOLD's press release under the heading RCF's 'unacceptable demands' is false. RCF's sole objective is to ensure there is a meaningful reconstitution of the Board of Directors (the "Board") of IAMGOLD with new leadership who will provide the deep mining, operational and governance experience the current Board desperately needs in order to oversee a successful turnaround.
RCF is disappointed that IAMGOLD continues to disregard the views of its major shareholders. RCF has repeatedly made it clear to the Board that the holders of nearly 40% of IAG Shares (inclusive of RCF's IAG Shares) are overwhelmingly supportive of RCF's proposal for Board renewal and leadership change at the Company.
RCF understands that IAMGOLD is aware of the views of its shareholders and calls on IAMGOLD to re-engage with RCF in a constructive manner to implement the changes that RCF has proposed, including the appointment of Ms. Bélanger as Chair of the Board.
IAMGOLD cannot afford a distracting and costly proxy fight at a time when the focus needs to be on operational change.
The Board Needs to Immediately Put Aside any Alternative Plans It May Have to Further Promote Daniella Dimitrov and Follow the Urgings of its Shareholders
Throughout our engagement, it became increasingly clear to RCF that the Board was focussed on preserving Daniella Dimitrov's positions at IAMGOLD and elevating her to the role of permanent CEO. As we laid out in our letter to the Board dated February 1, 2022, we believe Ms. Dimitrov is simply not qualified in any way to lead the turnaround at IAMGOLD.
Both Ms. Bélanger and Lawrence Haber made it clear to the directors with whom they met that it was necessary for the Board to conduct an open and transparent search process to find the best CEO to lead the Company. Mr. Haber made it clear that he could not imagine that Ms. Dimitrov possessed the requisite skills and experience to fulfil that role. It appears that the Board's unwillingness to accept Ms. Bélanger as Chair and Mr. Haber as a director is directly tied to the Board's desire to promote Ms. Dimitrov to CEO, a plan which they knew Ms. Bélanger and Mr. Haber would not support.
We question whether it is appropriate for Ms. Dimitrov to be acting as President, Interim CEO, CFO and EVP Corporate Development and Strategy, considering her experience and qualifications and interrelationships with the former Chair of the Board, Donald Charter. What does that say about the Board's independence, leadership and commitment to appropriate succession planning and an objective CEO search process?
IAMGOLD is in Desperate Need of an Operational Turnaround under New Leadership
RCF has taken it upon itself, at its cost, to take whatever steps are necessary to see that the Board does what is right for the Company and all of its shareholders. RCF invests globally in the mining sector and believes that integrity, accountability and doing the right thing are tenets that must be upheld.
The Board and what remains of management should focus on the best interests of IAMGOLD, rather than on increasing costs and disruption to serve their personal interests. Time is of the essence for this deeply troubled company.
RCF Calls on IAMGOLD to Immediately Re-Engage and Accept Maryse Bélanger as the next Chair of the Board
Ms. Bélanger has impeccable qualifications, a track record of operational excellence and is entirely independent of RCF. The three IAG directors who have already met her were enthusiastic about her joining the Board as Chair. Ms. Bélanger remains ready and willing, as was the case during the standstill period, to meet with the Board at a time and place of the Board's choosing. As the Board is aware, there is widespread support for Ms. Bélanger as the new Chair of the Board amongst IAMGOLD's major shareholders. We urge the Board to heed its major shareholders and stop dithering while shareholder value continues to erode.
Further Information on RCF's Director Nominees
High performing boards have a mix of skills and experience drawn from diverse backgrounds; factors which help in bringing broad perspectives to oversight and in challenging strategic execution. It is crucial that all Directors be independent in more than just a superficial way. As the current Board constitution shows eloquently, interlocking relationships and frequent partnerships reduce the ability of any Board to consider all options objectively. Board renewal should not simply be about new appointments to window dress average tenure or diversity statistics. It must start with identifying what the Board needs in terms of skills and attributes based on the current needs of the Company. In the case of IAMGOLD, the Company desperately needs an operational turnaround in a short period of time.
RCF contends that the IAMGOLD Board desperately needs three missing skill sets:
First, deep and recent mining operational experience, specifically in a turnaround situation.
Second, a mining finance expert, again with experience in the turnaround and optimization space.
Finally, a governance expert to bring expected disciplines and culture to the board that will be required to harness the full Board potential.
RCF believes that the Chair should be a mining operational expert with specific turnaround experience and the ability to help build a high performing management team. The Chair also needs to infuse the Board with a sense of purpose and urgency, replacing the complacency that has prevailed for a long time. Ms. Bélanger has the right experience, skills and personal attributes to lead the Board. A mining finance expert is needed to bring rigour and discipline to the capital accounting of large-scale projects, the assessment of core/non-core assets and a critical eye on how investor capital is deployed. David Smith brings these capabilities to the board and would be an ideal Audit and Finance Committee Chair. Mr. Haber also has years of financing, capital markets and M&A experience to complement Mr. Smith. A governance expert should bring the requisite integrity to board processes that have languished under the previous Chair and is key to harnessing the collective potential of the Board. Mr. Haber brings these skills and attributes as well as legal training. As the following chart shows, the gaps in the current Board and the fit of our candidates to these requirements is irrefutable:
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