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Contract analysis / internal-investigation-board-presentation.pptx
internal-investigation-board-presentation.pptx
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1. Background and Investigation Overview
1. Background and Investigation Overview
2. Scope and Methodology of the Internal Investigation
2. Scope and Methodology of the Internal Investigation
3. Key Findings — Gavin Holt's Conduct
3. Key Findings — Gavin Holt's Conduct
4. Key Findings — Other Individuals (Sandra Chu, Thomas Eriksen)
4. Key Findings — Other Individuals (Sandra Chu, Thomas Eriksen)
5. Key Findings — C-Suite and Board Knowledge
5. Key Findings — C-Suite and Board Knowledge
6. Assessment of TMC's Compliance Program Gaps
6. Assessment of TMC's Compliance Program Gaps
7. Exposure Analysis and Financial Implications
7. Exposure Analysis and Financial Implications
8. Recommended Cooperation Strategy and NPA Path
8. Recommended Cooperation Strategy and NPA Path
9. Proposed Compliance Remediation
9. Proposed Compliance Remediation
10. Next Steps and Timeline
High
⚑ Penalty / liquidated damages
10. Next Steps and Timeline [slide 3] Background: The DOJ Investigation DOJ Antitrust Division opened grand jury investigation on February 10, 2022 (GJ-22-0194, N.D. Cal., San Francisco Division) Allegation: price-fixing, market allocation, and bid-rigging in North American specialty minerals — high-purity feldspar, industrial talc, and rare-earth concentrates Alleged conspiracy period: approximately January 2017 thr
1. Acknowledge and accept the findings of the internal investigation as presented
1. Acknowledge and accept the findings of the internal investigation as presented
2. Authorize Calderwood & Harkness to pursue a cooperation strategy with DOJ aimed at secu
2. Authorize Calderwood & Harkness to pursue a cooperation strategy with DOJ aimed at securing a Non-Prosecution Agreement
3. Authorize making TMC employees (including Chu and Eriksen) available for voluntary prof
3. Authorize making TMC employees (including Chu and Eriksen) available for voluntary proffer sessions with DOJ, subject to negotiated protections
4. Authorize engagement of Meridian Compliance Partners LLC for compliance-program design
4. Authorize engagement of Meridian Compliance Partners LLC for compliance-program design (timing to be determined by counsel)
5. Direct the Audit Committee (Chair: Janet Moreau-Shaw) to review adequacy of the current
5. Direct the Audit Committee (Chair: Janet Moreau-Shaw) to review adequacy of the current USD 30M litigation reserve in coordination with Calderwood & Harkness, Calvert & Associates, and Ironbridge Capital Markets
6. Authorize Calderwood & Harkness to negotiate NPA terms, with final execution subject to
6. Authorize Calderwood & Harkness to negotiate NPA terms, with final execution subject to separate Board approval [slide 18] Questions and Discussion Discussion is privileged — please direct any follow-up questions through General Counsel Priya Anand or directly to Calderwood & Harkness Contact: Elaine Forsythe, Calderwood & Harkness LLP, 555 California Street, 40th Floor, San Francisco, CA 94104 Contact: Howard Bel