The board of Xstrata boasts some very clever, or at least very distinguished, men (they are all men). Between them, they have devoted thousands of manhours considering Glencore’s urge to merge, and today they’ll get the verdict on their efforts.  It’s not in serious doubt. They have been comprehensively outmanoevred by Ivan Glasenberg, Glencore’s chief executive. Their widely-admired chief executive is to be thrown to the wolves, they have failed to negotiate a decent price, and to add insult to injury, been sidetracked into an irrelevant corporate governance spat.

The meeting today in Zug is unlikely to address any of these egegious failings. It will approve the marginally-better share swap from Glencore, and attention will be distracted by the fate of the proposal to pay £144m to 70 Xstrata managers if they can hold their noses and work for Glencore. Should this be voted down, Mr Glasenberg will struggle to keep a straight face.

The sum is little more than a rounding error on the wealth scale that he and his lieutenants enjoy, and a no vote would emphasise the completeness of his victory. From a friendly, nil-premium merger with all the top jobs going to Xstrata, a tweak of the terms has turned the deal into a full-scale takeover, with the Glencore side in control deep into the new organisation.

As recently as June, Mr Glasenberg was singing the praises of Xstrata’s chief executive, Mick Davis. Since then he has not only pushed Mr Davis overboard, but he so bamboozled the Xstrata board that the directors hardly knew which way to turn. They have not been helped by the machinations of Qatar Holdings. The Qataris’ blocking stake in Xstrata gave them the muscle to force slightly better terms from Glencore, but it’s doubtful that they saw how the new terms fundementally changed the nature of the deal.

Their position now almost defies parody. One set of uber-rich men agree terms with another, but find themselves unable to make up their minds on the retention package, effectively leaving the decsion to the corporate governance wonks among the other shareholders. The only serious doubt about today’s meeting is whether the package is approved, but either way, Mr Glasenberg wins and corporate governance loses. Not so clever, after all.

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