LONDON Xstrata XTA.L shareholders should oppose the election of three directors nominated by its top shareholder Glencore and reject a pay plan for the mining group, a leading corporate governance body says.
PIRC, which advises funds with a total of more than 1.5 trillion pounds ($2.4 trillion) in assets, opposes election of the Glencore nominees, including its CEO Ivan Glasenberg because it does not perceive them as independent.
"Non-executives Ivan Glasenberg, Aristotelis Mistakidis and Tor Peterson are not considered independent by the company or PIRC as they are nominees of Glencore International," PIRC said in a weekly circular on Tuesday.
The body also opposes election of non executive Sir Steve Robson and senior independent director David Rough on the basis they have served on the board for more than nine years.
"There is insufficient independent representation on the board in our view," PIRC said.
Neither Glencore nor Xstrata was immediately available for comment.
Glencore owns 34 percent of world no. 4 copper miner Xstrata and is widely expected to make a bid for Xstrata once it completes its planned $12 billion London listing.
Investors should also oppose Xstrata's pay plan, PIRC said, citing excessive combined remuneration in the year under review.
"PIRC considers that any pre-determined termination payments should be limited to one year's salary and benefits," it said.
Xstrata's annual general meeting is due to take place on May 4.
(Reporting by Brenda Goh; Editing by Mike Nesbit)