Proxy Advisor ISS Backs Shakeup at TNR Gold Amid Governance Concerns

Institutional Shareholder Services has delivered a stinging indictment of TNR Gold’s board, siding with activist investor Eucalyptus Resources in calling for leadership change. The advisory firm cited a long-term pattern of shareholder disenfranchisement and questionable management practices under CEO Kirill Klip, signaling a pivotal moment ahead of the September 22 meeting.

Corp and Tech·September 15, 2026·reads: 435

The ISS report validates several core arguments raised by Eucalyptus Resources, the company’s largest shareholder, which has already secured support from approximately 43% of TNR shares for its director nominees, Sandra Bates and Dušan Petković. Investigators found that the board has functioned more like a private family entity than a publicly traded firm, noting that key governance committees were dissolved without explanation during Klip's tenure.

Central to the criticism is the role of Konstantin Klip, the CEO’s son. Despite serving as VP of Corporate Development and a director for over six years, the company confirmed he has never visited a single corporate asset. The report also highlights a series of defensive maneuvers, including a 9.9% private placement with Altius Minerals, which appears to have been traded specifically to secure a five-year voting support agreement, effectively insulating the board from investor oversight.

Eucalyptus Resources president JC Evensen described the findings as a long-overdue verification of the firm's thesis. While ISS recommended voting for the dissident's nominees, it also suggested retaining Kirill Klip and Leopold Sutton—a stance the activist group is formally opposing, arguing that Klip’s systemic mismanagement renders him unfit to oversee the board’s future. Shareholders are now being urged to cast their ballots via the GREEN proxy ahead of the upcoming annual general meeting.