← Back to RIO filing summaryThis is the extracted source text from the SEC filing. Formatting may differ from the original document.
4.A History and development of the company
The information set forth under the headings:
•“Chairman’s Statement” on pages 7 to 9;
•“Juukan Gorge” on pages 10 and 11;
•“Our Strategy” on pages 22 and 23;
•“Chief Financial Officer’s Statement” on pages 29 and 30;
•“Financial Review” on pages 31 to 38;
•“Portfolio Management-Projects” on page 39;
•“Portfolio Management-Material acquisitions and divestments” on page 39;
•“Business Reviews-Business Development” on pages 40 and 41;
•“Business Reviews-Iron Ore” on pages 43 to 45;
•“Business Reviews-Aluminium” on pages 47 to 49;
•“Business Reviews-Copper & Diamonds” on pages 51 to 53;
•“Business Reviews-Energy & Minerals” on pages 55 to 57;
•“Business Reviews-Innovation” on pages 58 and 59;
•“Business Reviews-Commercial” on pages 60 and 61;
•“Sustainability” on pages 62 to 91;
•“Governance-Additional Statutory Disclosure-Operating and financial review” on pages 186 and 187;
•“Financial Statements Note 2-Operating segments” on pages 223 to 226; and
•“Financial Statements Note 36-Purchases and sales of subsidiaries, joint ventures, associates and other interests in businesses” on page 268;
•“Rio Tinto Financial Information by Business Unit” on pages 306 to 309;
•“Shareholder Information-Organisational structure” on page 375;
•“Shareholder Information-History” on page 375;
•“Shareholder Information-Nomenclature and financial data” on page 375;
•“Shareholder Information-Dual listed companies structure” on pages 375 and 376; and
•“Additional Information-Registered offices” on page 383
of the Annual report 2020 is incorporated herein by reference.
In 2020 and 2019, the Group did not receive any public takeover offers by third parties in respect of Rio Tinto plc shares or Rio Tinto Limited shares or make any public takeover offers in respect of other companies’ shares.
Rio Tinto’s Form 20-F and other filings can be viewed on the Rio Tinto website at www.riotinto.com as well as the SEC website at www.sec.gov.
4.B Business overview
The information set forth under the headings:
•“2020 at a Glance” on pages 2 and 3;
•“Chairman’s Statement” on pages 7 to 9;
•“Juukan Gorge” on pages 10 and 11;
•“Chief Executive’s Statement” on pages 13 to 15;
•“Our Business Model” on page 16;
•“Our Stakeholders” on pages 18 and 19;
•“Strategic Context” on pages 20 and 21;
•“Our Strategy” on pages 22 and 23;
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•“Key Performance Indicators” on pages 24 to 28;
•“Chief Financial Officer’s Statement” on pages 29 and 30;
•“Financial Review” on pages 31 to 38;
•“Business Reviews-Business Development” on pages 40 and 41;
•“Business Reviews-Iron Ore” on pages 43 to 45;
•“Business Reviews-Aluminium” on pages 47 to 49;
•“Business Reviews-Copper & Diamonds” on pages 51 to 53;
•“Business Reviews-Energy & Minerals” on pages 55 to 57;
•“Business Reviews-Innovation” on pages 58 and 59;
•“Business Reviews-Commercial” on pages 60 and 61;
•“Sustainability” on pages 62 to 91;
•“Governance-Additional Statutory Disclosure-Government regulations” on page 189;
•“Governance-Additional Statutory Disclosure-Environmental regulations” on page 189;
•“Financial Statements Note 3-Operating segments-additional information” on pages 227 and 228;
•“Metals and Minerals Production” on pages 339 and 340;
•“Ore Reserves” on pages 341 to 347 and page 349; and
•“Mines and Production Facilities” on pages 352 to 369
of the Annual report 2020 is incorporated herein by reference.
See above Item 3.D, “Principal Risks and Uncertainties-22. Breach of our policies, standards and procedures, obligations or regulations” and below Item 5.A, “Additional financial information-Sales revenue” (Iron Ore, Aluminium, Copper & Diamonds, Energy & Minerals).
Disclosure pursuant to Section 13(r) of the Securities Exchange Act of 1934
Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 added Section 13(r) to the Securities Exchange Act of 1934 (the “Exchange Act”). Section 13(r) to the Exchange Act requires an issuer to disclose in its annual reports whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with the Government of Iran during the period covered by the report. The Company notes the following in relation to activities that took place in 2020, or in relation to activities the Company became aware of in 2020 relating to disclosable activities prior to the reporting period.
The Company routinely takes action to protect its intellectual property rights in many countries throughout the world, including Iran. In connection with such protection efforts, the Company has used, directly or indirectly, intellectual property firms with an agent or branch office in Iran to assist with the filing of patent and trade-mark applications, prosecution activities and maintenance in Iran. Contact with the firms has been minimal and solely limited to these activities. Certain transactions related to patents, trademarks and copyright are authorised activities under US sanctions and regulations against Iran (including the filing of an application to obtain a patent or trade-mark in Iran) and the Company believes its limited activities in this regard are consistent with this authorisation.
Rio Tinto acquired its interest in Namibia-based Rössing Uranium Limited (“Rössing”) in 1970. The Iran Foreign Investments Company (“IFIC”) acquired its original minority shareholding in Rössing in 1975. IFIC’s interest predates the establishment of the Islamic Republic of Iran and the U.S. economic sanctions targeting Iran’s nuclear, energy and ballistic missile programs. IFIC acquired a minority shareholding in Rössing in accordance with Namibian law. The Treasury Department’s Office of Foreign Assets Control designated IFIC as a Specially Designated National on 5 November 2018.
On 16 July 2019, the Company completed the sale of its entire interest 68.62 per cent stake in Rössing to China National Uranium Corporation Limited (“CNUC”) for an initial cash payment of $6.5 million and a contingent payment of up to $100 million. The contingent payment is linked to uranium spot prices and Rössing's net income until calendar year 2026. In addition, the Company will receive a cash payment if CNUC sells the Zelda 20 Mineral Deposit during a restricted period following completion. The total consideration is subject to a maximum cap of $106.5 million. Since the sale, Rio Tinto Marketing Pte Ltd has continued to purchase a quantity of uranium produced by Rössing pursuant to an ongoing marketing arrangement which will cease on 26 December 2026, in order to satisfy existing contractual commitments with customers.
Rössing was neither a business partnership nor joint venture between the Company and IFIC. Rössing is a Namibian limited liability company with a number of shareholders which included Rio Tinto.
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When the Company was a shareholder, IFIC had no uranium product off-take rights. Neither IFIC nor other Government of Iran entities had any supply contracts in place with Rössing and none received any uranium from Rössing. IFIC also did not have access to any technology through its investment in Rössing or rights to such technology.
Rio Tinto had no power or authority to divest IFIC’s holding in Rössing. The Rössing board took steps in 2012 to terminate IFIC’s involvement in the governance of Rössing. When Rio Tinto was a shareholder in Rössing, IFIC was entitled under Namibian law to attend annual general meetings of Rössing, which they did attend. IFIC was represented on the board of Rössing by two directors. While this level of board representation did not provide IFIC with the ability to influence the conduct of Rössing’s business on its own, the Rössing board nonetheless determined that, in light of international economic sanctions, it would be in the best interest of Rössing to terminate IFIC’s involvement in board activity. Therefore, on 4 June 2012, at the annual general meeting of Rössing, the shareholders, including the Company, voted not to re-elect the two IFIC board members. This ended IFIC’s participation in Rössing board activities.
While IFIC was entitled to its pro rata share of any dividend that the majority of the board declared for all shareholders in Rössing, IFIC had not received such monies since early 2008. Simply by maintaining its own shareholding in Rössing, the Company was not engaging in any activity intended or designed to confer any direct or indirect financial support for IFIC.
While the Company does not view itself as actively transacting or entering into business dealings with an instrumentality of the Government of Iran or a Specially Designated National, this information has been provided to ensure transparency regarding the passive, minority shareholding in Rössing held by IFIC while the Company was a shareholder.
4.C Organisational structure
The information set forth under the headings:
•“Financial Statements Note 32-Principal subsidiaries” on pages 263 to 265;
•“Financial Statements Note 33-Principal joint operations” on page 265;
•“Financial Statements Note 34-Principal joint ventures” on page 266;
•“Financial Statements Note 35-Principal associates” on pages 267 and 268;
•“Shareholder Information-Organisational structure” on page 375; and
•“Shareholder Information-Dual listed company structure” on pages 375 and 376
of the Annual report 2020 is incorporated herein by reference.
4.D Property, plant and equipment
The information set forth under the headings:
•“Key Performance Indicators” on pages 24 to 28;
•“Portfolio Management-Projects” on page 39;
•“Business Reviews-Iron Ore” on pages 43 to 45;
•“Business Reviews-Aluminium” on pages 47 to 49;
•“Business Reviews-Copper & Diamonds” on pages 51 to 53;
•“Business Reviews-Energy & Minerals” on pages 55 to 57;
•“Sustainability” on pages 62 to 91;
•“Governance-Additional Statutory Disclosure-Environmental regulations” on page 189;
•“Governance-Additional Statutory Disclosure-Greenhouse gas emissions” on page 189;
•“Financial Statements Note 14-Property, plant and equipment” on pages 236 to 238;
•“Metals and Minerals Production” on pages 339 and 340;
•“Ore Reserves” on pages 341 to 347 and page 349; and
•“Mines and Production Facilities” on pages 352 to 369
of the Annual report 2020 is incorporated herein by reference.
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