Company also Charged for Disclosure Control Failures Involving Mercury Contamination in Brazil
September 24, 2022/US SEC
The Securities and Exchange Commission today announced settled charges against Compass Minerals International Inc. for misleading investors about a technology upgrade that the company claimed would reduce costs at its most significant mine, but in reality, had increased costs, and for failing to properly assess whether to disclose the financial risks created by the company’s excessive discharge of mercury in Brazil. Compass is ordered to pay $12 million to settle the charges.
According to the SEC’s order, Compass repeatedly assured investors in 2017 that a technology upgrade at its Goderich mine – the world’s largest underground salt mine which is located near Ontario, Canada and hailed by the company as its crown jewel – was on track to materially reduce costs and boost its operating results starting in 2018. Compass’s statements were misleading because they failed to tell investors that costs at the mine were increasing rather than decreasing, which substantially undermined the projected savings. The SEC also found that Compass misled investors by overstating the amount of salt it was able to produce at Goderich.
Separately, the order finds that Compass’s deficient disclosure controls resulted in the company failing to properly assess the financial risks of mercury contamination by one of its former facilities near the Botafogo River, in Pernambuco, Brazil, and that facility’s cover-up of the misconduct by submitting inaccurate test reports to Brazilian environmental authorities. Compass was required to assess whether it must disclose the financial uncertainties of that misconduct to investors, but failed to do so.
“What companies say to investors must be consistent with what they know. Yet Compass repeatedly made public statements that did not jibe with the facts on—or under—the ground at Goderich,” said Melissa Hodgman, Associate Director of the Division of Enforcement. “By misleading investors about mining costs in Canada and failing to analyze the potential financial consequences of its environmental contamination in Brazil, Compass fell far short of what the federal securities laws require.”
The SEC’s order finds that Compass violated the antifraud, reporting, and internal controls provisions of the Securities Act and the Exchange Act and various related rules. In addition to the civil penalty, Compass, without admitting to the findings, agreed to cease and desist from further violations of these provisions, and retain an independent compliance consultant to review and make recommendations concerning its disclosure controls and procedures.
The SEC’s investigation was conducted by Joseph Zambuto Jr., Michael Grimes, and John Archfield with assistance from Trial Counsel Devon Staren and Fred Block. The matter was supervised by Rami Sibay.