Glencore/Xstrata - decision time - FT.com What a pathetic mess of unintended consequences the planned $66bn Glencore-Xstrata mining merger has become. Shareholders will decide on Tuesday whether the trader-miner combination can proceed. A potentially straightforward deal has been skewed by Xstrata's insistence on £140m of incentives to retain key managers post-merger. Now, investors have to choose whether to back the merger with or without the incentive scheme. Xstrata's board wants investors to approve the deal and retention package. It is likely to be ignored. On Thursday, Qatar Holding, the miner's biggest shareholder after Glencore, said it would back the deal but abstain from voting on the package. What should other investors do? Xstrata insisted on a scheme of arrangement for the merger to give minorities maximum say in deciding upon it. And they have had it. Qatar Holding, for one, has played a blinder. It used the scheme structure to extract a better merger ratio from Glencore - with the unintended outcome that it pushed out Xstrata chief Mick Davis. Glencore boss Ivan Glasenberg will run the merged group. Investors may fear an exodus of Xstrata executives if the incentive package is voted down. But the package, which should be a sideshow, is now the main act. And institutional investors wanting to take a governance stand are bound to block it, even if it is no bigger than the $230m of advisory fees for bankers, lawyers and Tony Blair. It will not be such a train crash if the package, a problem of Xstrata's own making, is voted down. After all, Mr Glasenberg is bound to pay up to keep the Xstrata managers he wants, regardless of the outcome of the vote. Trouble is, all the agonising over it risks distracting investors from the solid logic of the merger, which they should back. Xstrata will have only itself to blame if it fails for £140m.