Corporate Governance Overview
The Board of Directors of The Metals Company (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.
Board of Directors
Executive Chairman & CEO
Gerard Barron has agreed to serve as TMC’s Chief Executive Officer and Chairman of the Board of Directors upon the closing of the Business Combination and has been nominated to serve as a member of the TMC board of directors upon the closing of the Business Combination. Mr. Barron became involved in the early strategic development and financing of DeepGreen during its formation in 2011 and stepped into the role of DeepGreen’s Chairman and Chief Executive Officer in 2018. From July 2013 until becoming Chairman and Chief Executive Officer in 2017, Mr. Barron served as a strategic advisor to DeepGreen Board and shareholders. Mr. Barron is a seasoned entrepreneur with a track record of building global companies in battery technology, media and future-oriented resource development both as a chief executive officer and strategic investor. In 2001, Mr. Barron founded Adstream, a global advertising technology and services provider, and served as the company’s Chief Executive Officer until December 2013. During that time, Adstream grew from a single office in Sydney to over 40 offices in 30 countries around the world and over $100 million in global revenue per year. Mr. Barron has also been a first money investor in industry-leading companies including Nautilus Minerals and Sirtex Medical.
Andrew Hall serves as a member of TMC’s board of directors upon the closing of the Business Combination. Mr. Hall is an internationally experienced executive and non-executive in the renewable energy technologies and services sector. Since July 2018, Mr. Hall has served as Managing Director of Saxjo Limited, a renewable energy consultancy company. Previously, Mr. Hall was Group Chief Financial Officer at Siemens Gamesa Renewable Energy SA, one of the largest companies in the wind and renewables industry, from April 2017 to November 2017. From October 2015 to March 2017, Mr. Hall served as Group Chief Financial Officer and Executive Director at Siemens Wind Power GmbH & Co KG, a wind turbine original equipment manufacturer. Prior to that, Mr. Hall held a number of senior positions in other divisions of Siemens AG, including Chief Financial Officer and Board Member at Siemens Holdings plc & Cluster North West Europe in London from 2012 to 2015 and Chief Financial Officer and Board Member at Siemens Ltd & Cluster Africa in Johannesburg from 2008 to 2012. Mr. Hall currently serves on the board of a portfolio of venture capital, private equity and family office-backed companies in the renewable energy sector. Since September 2019, Mr. Hall has been Executive Chair of Star Windco Limited, a company providing wind turbine erection services. Since October 2018, Mr. Hall has been a non-executive director of Time to Act Limited, which specializes in metal coatings for the gas turbine and hydrogen industries. Additionally, Mr. Hall has served as Chair of New Motion Labs Limited, which licenses technology for the manufacture of mechanical drives, since June 2019, and as Senior Independent Director of Hero Future Energies Global Limited, a global renewable energy developer, since February 2019. Previously, Mr. Hall served as a board member A2Sea AS from 2015 to 2017, Voith Hydro GmbH & Co KG from 2015 to 2017 and Mimica Labs from 2014 to 2017. Mr. Hall earned a M.Sc. & B.Sc. from the University of Cape Town and an M.B.A. from the London Business School.
Sheila Khama serves as a director of TMC’s board of directors upon the closing of the Business Combination. Ms. Khama is a consultant, policy advisor and former mining industry executive with expertise in corporate governance and sustainable development of minerals, oil and gas resources. Since April 2019, Ms. Khama has been an independent consultant on oil and gas governance and policy reforms for SK Consulting Pty, Ltd. From November 2016 to March 2019, Ms. Khama served as Practice Manager and Coordinator of Donor Relations and Partnerships at The World Bank, where she led an international team of mineral, oil and gas specialists in implementing support programs ranging from policy reforms, technical assistance, research and knowledge dissemination for various countries. From November 2013 to November 2016, Ms. Khama served as Director of the African Natural Resources Center at the African Development Bank in Tunisia, where she led a support program for African governments to improve development outcomes from renewable and non-renewable resources. From 2010 to 2013, Ms. Khama served as Director of the Extractives Advisory Program at the African Center for Economic Transformation, a pan-African think tank based in Ghana. Ms. Khama also previously held a number of senior roles in the private sector, including Chief Executive Officer of De Beers Botswana from 2005 to 2010, Head of Marketing and Communication at the First National Bank of Botswana Ltd from 2002 to 2005, and Group Secretary of the Anglo American Corporation Botswana from 1994 to 2002. Ms. Khama also currently serves as a Non-Executive Director for Tullow Oil plc, a position she has held since June 2019. Ms. Khama received an M.B.A. in General Management from Edinburgh University and a B.A. from the University of Botswana.
Christian Madsbjerg serves as a member of TMC’s board of directors upon the closing of the Business Combination. Since 2019, Mr. Madsbjerg has served on the board of directors of Fritz Hansen A/S Copenhagen. Since August 2018, Mr. Madsbjerg has served as Professor of Applied Humanities at The New School for Social Research. Since January 2009, Mr. Madsbjerg has served as a director and senior partner of the consulting firm, ReD Associates, which he co-founded in August 2007. Mr. Madsbjerg is also a writer whose work has been featured in publications such as The Wall Street Journal, Financial Times, The Washington Post, Der Spiegel, and Bloomberg Businessweek. His latest book, Sensemaking: The Power of the Humanities in the Age of the Algorithm, was published in the spring of 2017 by Hachette Book Group. His book The Moment of Clarity, co-written with ReD partner Mikkel B. Rasmussen, was published by Harvard Business Press in the fall of 2014. He studied philosophy and political science in Copenhagen and London and has a Masters from the University of London.
Andrei Karkar is a global investor with deep experience engaging in a range of strategic investment activities. He currently serves as Chief Executive Officer of ERAS Holdings, the Karkar Family Office with its origins in Karkar Electronics founded in 1959. Mr. Karkar is a Board Member of Shepherd OÜ, an Oracle solution for industrial Maintenance Management and previously served as a Director of DeepGreen Metals Inc.
Amelia Kinahoi Siamomua
Amelia Kinahoi-Siamomua is a development practitioner who brings decades of experience working in sustainable development, development cooperation and assistance, gender justice and women’s rights, and small island developing states. She served as a senior advisor in the United Nations system (UNDESA in New York, UNDP and UNIFEM in the field) and other international development organizations (CARE-USA, Asian Development Bank, Pacific Islands Forum Secretariat, Pacific Community) providing policy advisory and technical assistance, and project implementation for many member states in the African, Asian, Caribbean, and Pacific regions. Most recently, she served as Head of Gender in the Economic, Youth and Sustainable Directorate of the London-based Commonwealth Secretariat. She is currently a consultant for the Lalanga-4Cs network. In 2020, she was also endorsed by the Government of Tonga to lead the Pacific Islands Forum Secretariat as Secretary-General – the only female candidate for the role.
Kathleen serves as a director on TMC’s Board of Directors and is expected to assume the role of Chair of the Audit Committee. She is a seasoned CEO, CFO and Board Director who has held diverse leadership roles in global, capital-intensive companies in the energy value chain. Kathleen currently serves as an Independent Director and member of the Audit Committees for electric and gas utility company, Black Hills Corporation (NYSE: BKH), and energy infrastructure provider, Höegh LNG Partners LP (NYSE: HMLP), following a two-year tenure as chair of the Audit and Risk Committee of Maersk Drilling (CPH: DRLCO). In her various executive roles at Transocean Partners LLC (NYSE: RIGP) including President and CEO, Kathleen guided the formation of the company and led the IPO of a 29% interest in the company. She previously served as Vice President of Transocean Ltd. (NYSE: RIG), an international offshore drilling contract services provider, where she led over $20 billion in capital market transactions. Kathleen is based in Texas and holds a B.S. (Honors) in Accounting from the University of Houston-Clear Lake.
Andrew C Greig
Lead Independent Director
Andrew C. Greig is the founder of ACAC Innovation and its Senior Director. He worked for Bechtel Group for 34 years; led its global mining business for 13 years; was managing director for its Australian operations; and was group HR Manager in his last assignment. Andy has worked and lived all over the world and was a Senior Vice President and Director of Bechtel Group, Inc. Managerial positions included: various on-project Manager positions, General Manager (Bechtel Global Pipeline Business Line), Manager of Construction Services (Latin America), Regional Industry Unit General Manager (Mining & Metals, Asia Pacific) and Managing Director of Bechtel Australia.
From 2001 to 2006, Andy served as President of Bechtel’s Mining & Metals global business unit. He then moved to Bechtel’s Oil, Gas & Chemicals business for two years to lead the Brass LNG project in Nigeria as Project Director. He resumed his role as president of Mining & Metals―as well as Managing Director of Bechtel Australia and head of Bechtel’s business throughout Oceania―in 2007. As President of the Mining & Metals, Andy was responsible for strategy, planning, execution and project delivery for the global business unit which peaked at 55,000 personnel across 14 countries and over $5B in annual revenue. Andy was elected as Principal Vice President in 1997 and a Senior Vice President in 2001. He was appointed to Bechtel Group’s Board of Directors in 2011. Andy is a business graduate of Monash University and a Fellow of the Australian Academy of Technology, Science and Engineering. He has a passion for innovation, development and growth of people, and health and safety in the workplace – and in life.
|Audit Committee||Compensation Committee||Nominating and Corporate Governance Committee||Sustainability & Innovation Committee|
|Andrew C Greig||Compensation Committee|
|Andrew Hall||Audit Committee|
|Andrei Karkar||Compensation Committee||Nominating and Corporate Governance Committee|
|Sheila Khama||Audit Committee||Compensation Committee||Nominating and Corporate Governance Committee||Sustainability & Innovation Committee|
|Christian Madsbjerg||Nominating and Corporate Governance Committee||Sustainability & Innovation Committee|
|Kathleen McAllister||Audit Committee|
|Amelia Kinahoi Siamomua||Sustainability & Innovation Committee|