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Counter Proposals to Shareholder Assembly

NORDDEUTSCHE AFFINERIE AG

Hamburg, 4. April 2002

Affi neither reacted to the withdrawal of main shareholder BHP from Ok Tedi Mine, nor made any notice about the promise to build/operate a health aid post in the Ok Tedi region. In addition, according to Affi's business report, a relation to Indonesian suppliers of ore concentrate is established, which operate even worse with respect to ecological and social issues and to human rights, than it is known from Ok Tedi.

Due to the regulations of German shareholder assemblies, counter proposals are split, where "Save the Elbe" will focus on Ok Tedi, and "Critical Shareholders" on the Indonesian matter.
Translation of statements of NA by "Save the Elbe".


To
Norddeutsche Affinerie AG
Legal Office
Hovestrasse 50
20539 HAMBURG

Hamburg, 26.02.02

Counter Proposals to Shareholder Assembly 2002

by Save the Elbe

Counter Proposal to agenda item 2 "Use of Profit":

NA will cut off business relations to Ok Tedi Mine. For the relief of social consequences and environmental damage, NA will make a deposit of 1% of profit, and will submit a plan to the shareholders, how to use the deposit.

Reason:

Independent public studies lead to the conclusion, that the ecological impact of Ok Tedi Mine will only be mitigated effectively by premature closure. The board of NA denies to have any influence on mine closure. However, the board declared to ease social disadvantages for the people there, but did not make any attempt to do so. As a customer of Ok Tedi oreconcentrate, NA has to carry responsibility, and its financial consequences.

Counter Proposal to agenda item 3 "Exonoration of Executive Board"

The executive board shall not be exonorated.

Reason:

In 2001, NA contracted 10% of its ore concentrate from Ok Tedi Mine, Papua Newguinea. This relation to OTM is detrimental to NA's reputation, and not compatible with its conception of environmental protection. The board promised at the last shareholder assembly, to promote improvement of environmental standards at OTM, and to contribute to the relief of social disadvantages. The board did not answer yet to repeated questions, how this contribution shall look like.

Counter Proposal to agenda item 4 "Exonoration of Supervisory Board"

The supervisory board shall not be exonorated.

Reason:

see item 3.


Statement of NA Administration to counter proposals

The Administration regards the counter proposals to agenda items 2, 3, and 4 as not reasonable. It proposes, to vote against them. The Board will make a statement in particular to the sharehoder assembly.

Preliminary reason:

As a lead company of environmental protection, NA promotes high environmental standards throughout the copper production chain. Therefore, NA is fostering improvements at Ok Tedi Mine. We pointed out on shareholder assembly on March 22, 2001, that mine closure would bring rapid relief to environment, however, would bear considerable negative consequences on the economic and social side for Papua Newguinea. Further we pointed out, that NA alone has little influence on the date of mine closure, because of its relatively small share of Ok Tedi's production. If NA - as an environmentally leading smelter - wold cease processing Ok Tedi ore concentrate, international competitors would take over our share , but process it under much worse conditions, making an additional impact to environment.
Due to a change of proprietor, 52% of Ok Tedi shares are administrated by "PNG Sustainable Development Program Fund", which shall spend its revenues for social and environmental goals in PNG. The state of PNG still holds 30% of shares.
Independent of business relations to OTML, NA contributed to improve local social structures. On January 21, 2002, a trainig building for health workers, financed by NA, was handed over to the health center at Rumginae. Health workers play an important role medical care for people of the prime forests of PNG, and form the foundation of the local health system.



Counter Proposals to Shareholder Assembly 2002

by "Critical Shareholders"

Counter Proposal to agenda item 2 "Use of Profit":

NA will make a deposit of 2% of profit, for the relief of social and environmental damages in those mining areas, where ore concentrate with destiny NA is not produced in a sustainable way. The executive board will submit an analysis and a proposal to the next shareholder assembly, how to use the deposit.

Reason:

NA is contracting ore concentrate from various countries, where, comparable to Ok Tedi Mine in Papua Newguinea, heavy damages of environment and even violation of human rights is reported. E.g., since two years increasing quantities of ore concentrate from Indonesia are imported (14% of NA consumption in business year 2000/2001). To reach the company's goal "top position of environmental protection" at this end of the production chain, NA has to take resposibility, or cut relations to suppliers, that do not work sustainably.

Counter Proposal to agenda item 3 "Exonoration of Executive Board"

The executive board shall not be exonorated.

Reason:

The executive board has tied NA to suppliers, which are known for extremly detrimental production schemes. E.g., since two years increasing quantities of ore concentrate from Indonesia are imported (14% in 2000/2001). There, by both copper mines, Grasberg (Freeport) and Hijau (Newmont), environment is massively destroyed. Protest of people in those regions is suppressed by state agencies, which includes murder. The executive board undergoes the risk, to miss the company's target "environmental protection", and to share the infamous reputation of its suppliers.

Counter Proposal to agenda item 4 "Exonoration of Supervisory Board"

The supervisory board shall not be exonorated.

Reason:

The supervisory board did not thoroughly examine the executive board's choice of suppliers with respect to the company's goals, as published in the business reports and other releases of NA.


Statement of NA Administration to counter proposals

The Administration regards the counter proposals to agenda items 2, 3, and 4 as not reasonable. It proposes, to vote against them. The Board will make a statement in particular to the sharehoder assembly.

Preliminary reason:

In the statement to counter proposals of "Save the Elbe" we referred to our remarks on copper mine Ok Tedi, Papua Newguinea, at shareholder assembly March 22, 2001. The same are valid to coppermines Grasberg and Batu Hijau, Indonesia.
Norddeutsche Affinerie AG
The board

Indonesia files
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