December 18, 2018

Copper mining company settles with the Ontario Securities Commission

Katanga Mining Limited and seven of its former officers and directors have entered into a settlement agreement with the Ontario Securities Commission.  Katanga is a copper and cobalt mining company with offices in Canada and Switzerland, operating solely in the Democratic Republic of the Congo (DRC).  The OSC alleged that between 2012 and 2017 the respondents made materially misleading disclosures regarding Katanga’s copper production and financial performance; failed to meet corporate governance and internal controls standards; and made inadequate disclosures regarding Katanga’s payments to individuals and entities associated with one individual, and concerning the risk of public sector corruption in the DRC.  The company admitted that improper accounting practices resulted in the understatement of the company’s costs by $88 million per year and the overstatement of the company’s fixed assets by $117 million per year.  The seven former officers and directors admitted that they authorized, permitted, or acquiesced in certain of the conduct.  According to the OSC, “A central theme in this case is the inadequacies in the tone from the top and in the culture of compliance at Katanga.  The individual respondents admit that they were responsible for establishing and enforcing a culture of compliance, and that their conduct undermined Katanga’s corporate governance and internal controls.  Their failure to discharge their obligation contributed to a culture in which staff of Katanga failed to adhere to policies, and overrode internal controls.”  Pursuant to the settlement, the company will enter into a management agreement with its majority shareholder, Glencore International AG, and pay CAD 28.5 million plus costs of CAD 1.5 million.  The seven individual respondents will pay administrative penalties between CAD 350,000 and CAD 2.45 million, and costs of CAD 50,000.  All will be prohibited from acting as an officer or director of any reporting issuer for two to six years.

OSC press release | OSC order | OSC reasons for approving settlement | OSC Settlement agreement

Glencore press release | Katanga press release