This legislation now:
- Allows MRDC to commence the elections of project landowner representative directors on their respective Company Boards, as mandated by their various company constitution and;
- Provides clear arrangements on the appointments of directors on the MRDC Board.
MRDC Managing Director, Augustine Mano said: “This is an important change relating to election of directors of our Trust companies.”
This Bill rectifies the unintended consequences of provisions in the MRDC Authorization Act (the Principal Act) which was passed in June 2020.
“When the Principal Act came into effect, it automatically extended the term of office for all current landowner representative directors for a further five years.
“It also prevented landowners from electing their representatives when a director’s term in office expired in 2020 and 2021.
“Because of that, we couldn’t run directors elections for some of our companies that were due for elections last year. If we had run those elections then we would have breached the MRDC Authorization Act and the election process conducted would have been open to legal challenge,” Mr Mano said.
With this amendment to the Principal Act, MRDC will revisit the pending election of directors for Gas Resources PNGLNG Plant Limited and the two Ok Tedi Landowner companies - Mineral Resources Star Mountain and Mineral Resources CMCA Holdings.
Once the amendment Act comes into operation later this year, the landowners can elect their representatives to the boards of Gas Resources Star Mountain Ltd and Mineral Resources CMCA Holdings Ltd. The landowners covers the four villages of Lealea, Papa, Boera and Porebada in Central Province, the twelve villages in Ok Tedi SML area and the eight CMCA regions along the Fly River in Western Province.
Mr Mano said the process of election of directors to subsidiary boards is critical for validity and community support for the MRDC Group.
“It also allows the board members, who are project area landowner representatives to be accountable to their people, which is also an important aspect of good governance and transparency.”
The passing of this Amendment Bill does not affect the Principal Act (MRDC Authorization Act) relating to ownership of MRDC and its roles and responsibilities, as a corporate manager.
Nor do the changes affect the trust arrangements, which are specified in the Oil and Gas Act, and the other relevant project related agreements.
It is only the administrative arrangements governing the appointments of the directors to the Boards of MRDC and the MRDC subsidiaries that will change in this legislation to align with the Companies Act 1997.
The Board of MRDC thanked the Government for supporting its endeavors to strengthen corporate governance within the MRDC Group by approving and endorsing the Amendment Bill and acknowledged the Parliament for its approval through the passing of the Bill.