Grupo Pampa (Pampa Calichera S.A. and its affiliates, and Kowa Company Ltd. and its affiliates), as controlling shareholders of Sociedad Química y Minera de Chile S.A. (SQM), have agreed with Potash Corporation of Saskatchewan Inc. (PotashCorp) that the interests of SQM and all of its shareholders would be better served going forward with the SQM Board of Directors operating with as large a consensus base as possible. Under the agreement, following the election of the Board at the next shareholders' meeting, no Board decision may be taken with less than a majority of 5 of the 8 members of the SQM Board. The shareholders' meeting is scheduled to take place on April 28, 2017, and the newly elected Board would have a three-year term through April 2020.
Under the Agreement, Grupo Pampa will cause the Chairman not to exercise his casting vote under the by-laws of SQM if there is a tie, but rather use all efforts to break any tie at the SQM Board and pursue business with a majority of its members.
In addition, the Agreement provides that Grupo Pampa will vote any Series B shares for election of an independent nominee and this will allow for an independent director representative of the Series B shares at all times on the SQM Board.
PotashCorp believes this is a step forward in improving corporate governance for all SQM shareholders.
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