Rio Tinto pushes for shareholders to back dual-listed structure  

March 21, 2025

Rio Tinto, the world's largest iron-ore miner, has urged its shareholders to vote against plans to review its dual-listed company (DLC) structure in London and Sydney. 

Ahead of its AGMs in April and May, the Anglo-Australian multinational’s board has asked shareholders to address a resolution, requisitioned by London-based hedge fund Palliser Capital, that calls for an independent review committee to establish whether unification would be in the best interests of shareholders.  

Pallister Capital’s proposal to seek a resolution to merge Rio Tinto’s corporate structure into a single Australian-domiciled company has won significant support from a number of shareholders and advisers.  

The hedge fund claims that the existing dual-listing structure is creating poor value for stakeholders and subsequently eroding trust, and that a move to unify would boost the company's share price. 

Rio Tinto’s Board insists that it has already conducted a robust and comprehensive review of a unification of the DLC structure with leading external advisers, as well as engaging extensively with both Palliser Capital and a wide range of other shareholders.  

With Rio Tinto looking to step up output of commodities anticipated to be essential for the energy transition, the board warned that a further, independent review could be an unhealthy distraction from its strategic objectives. It also said that the location, growth outlook and tax profile of the group's assets did not fit the rationale for potential DLC structure unification seen elsewhere. 

The board also dismissed suggestions that the group’s DLC structure had led to a value erosion of US$50 billion as “unfounded and misleading”. It stressed that all views had been taken fully into account, and that the conclusions were clear - that the current company status is beneficial for shareholders, and that unifying the London and Sydney offices would be counter-productive for both the Group and shareholders. 

Having already published its conclusions, Rio Tinto’s board says that disclosure of further analysis in key commercially sensitive areas would be prejudicial to shareholders' interests. 

Rio Tinto’s shareholders will have their London annual shareholder meeting on 3 April and their Australian meeting in Perth on 1 May. 

Minerva’s blog focuses on the latest developments in ESG investing and stewardship. Minerva is a global provider of sustainable stewardship solutions with over 25 years of expertise. Minerva empowers investors by providing essential tools, including ESG research and data, enabling them to navigate the intricate landscape of stewardship and proxy voting, whilst ensuring their decisions are well-informed and aligned with sustainable principles.

You can read more of our articles by clicking here.