UPDATE 5-Ex-BP boss Hayward takes Glencore chair after Xstrata clearout

Thu May 16, 2013 12:07pm EDT

* Bond ousted as chairman, fails to gain reelection at AGM

* Three Xstrata directors also voted out, one resigned before vote

* BP's Hayward to be interim chairman

By Clara Ferreira-Marques and Emma Farge

LONDON/ZUG, Switzerland, May 16 (Reuters) - A shareholder coup at newly merged commodities group Glencore Xstrata ousted its chairman and all former Xstrata directors on Thursday, replacing him with former BP boss Tony Hayward, excoriated for his role in the Gulf of Mexico oil spill.

The move returns Hayward to the limelight at one of London's largest firms, while Sir John Bond, the former chairman of Xstrata and British blue chips HSBC and Vodafone, suffered the ignominy of an 81 percent vote to unseat him.

Bond, who had drawn fire from shareholders for backing a generous retention package for Xstrata executives in the run-up to the takeover, announced his failure to be re-elected at the start of the new group's first annual general meeting, with a comment so brief many people in the room did not realise he was leaving.

Hayward, already a director, will fill the role until a replacement is found and will run the nominations committee, key as Glencore rebuilds its board. He is not in the running to take the job permanently.

The abrupt clean-up at the top hands Glencore a freer hand to restructure the $68 billion group as it begins a three-month evaluation period after the acquisition of Xstrata closed earlier this month.

It also puts paid to any lingering notion that the deal was a combination of equals and raises questions about whether new directors can be strong enough to act as effective counterweights to Glencore's pugnacious chief executive and largest shareholder, Ivan Glasenberg.

"It was an odd transition, yes, but it was a takeover, so it was never going to be gentle," said one industry analyst, who declined to be named.

Glencore, though, was at pains on Thursday to assure shareholders it would go through an orderly process to find suitable candidates for director roles and the top job. It will bring in external advisers, invited shareholder feedback and said Hayward would return to his role as senior independent director once a chairman was found.

Anne Fraser, Head of Corporate Governance at SWIP, one of the group's largest 10 shareholders, said: "What matters now is to secure the appointment of an independent chairman who commands the support of both external and internal shareholders. The chairman would then be well placed to lead a refreshment of the board."

Glencore was criticised in 2011, at the time of its listing, for its appointment of Hong Kong veteran and colourful former legionnaire Simon Murray as chairman. Analysts and investors questioned whether he could keep Glasenberg in check and represent minority shareholders.

Murray was replaced by Bond after the Xstrata takeover.

Corporate governance has been a growing concern in a London-listed mining sector tainted by shareholder and boardroom tussles like those at ENRC and Bumi.

TAKING CONTROL

Investors and analysts had expected Glencore to put its stamp on the combined miner and trader following the mining industry's largest takeover, but Bond's ousting with immediate effect was unexpected as he was already due to leave.

"The time to do this would have been before the meeting, to give people time to respond," analyst Paul Gait at Sanford Bernstein said. "It does speak of an organisation for whom this is a relatively new process."

The scale of opposition to Bond's nomination was evidence of what one analyst described as the disgruntlement of investors still reeling from the failure of Xstrata's board to secure the best price. That role fell to top shareholder Qatar.

Shareholders also voted against the re-election of three other Xstrata directors - Con Fauconnier, Peter Hooley and Ian Strachan. A fourth director, Steve Robson, resigned earlier.

Bond, a former banking heavyweight, had agreed last November to stand down as chairman after criticism over the 140 million pound ($223 million) "golden handcuffs" package for key Xstrata managers.

"I recognise and respect the strong opposition among many to the retention arrangements which the board felt appropriate to ensure management stability," he said.

Glencore managers own almost 25 percent of the group, making them the largest group of shareholders, but under the terms of the merger Glasenberg could not oppose Xstrata directors.

Thursday marked the end of an era for veteran Bond, but for Hayward, who was ousted from BP after a series of gaffes during the Deepwater Horizon oil spill in 2010, the appointment at Glencore, albeit temporary, furthers his comeback since his appointment to the Glencore board in 2011.

A new chairman is expected to be appointed by the end of the year, a second source with knowledge of the matter said.