Pinned straw:
23-Nov-2023: I think that a bit more of this article is worth sharing actually, so here it is:
There are new questions about the culture of the $6.7 billion company that Chris Ellison created, a culture that is at the centre of MinRes’s governance crisis.
Chris Ellison at the shareholder meeting on Thursday. “I’m really, really proud of, making sure that our people are creating safe and supportive environments.” Courtney McAllister
Neil Chenoweth, Senior writer (AFR), Nov 23, 2024 – 5.00am.
Mineral Resources founder Chris Ellison has always prided himself on speaking plainly. The process can be brutal.
In the middle of last year, he held a meeting of senior executives in the MinRes boardroom, and he wasn’t a happy camper.
A whistleblower complaint filed 12 days later with a Herbert Smith Freehills partner accused Ellison of being a bully.
Ellison’s anger focused on a senior lawyer, whom he ordered to stand in front of them all and say, “I am a f--ing idiot,” the whistleblower claimed.
“Which [she] did, then went to her office and cried for a period. She went home and cried for three days and handed in her notice.
“I am led to believe Chris has threatened to destroy her career unless she signed a confidentiality deed, which I believe she has, essentially gagging her.”
AFR Weekend has been told that the executive, now employed elsewhere, says she is unable to comment on the matter.
In the same meeting Ellison turned on another female executive, declaring, “[she] just needs a good f—k”, the whistleblower claimed. The complaint also described a third woman executive that Ellison had berated in front of other staff, “yet all stand around and do nothing”.
This isn’t the message Ellison was pushing at the MinRes annual meeting on Thursday when he spoke of his concern for the mental health of the MinRes workforce.
“We identified five years ago that mental health was as big an issue as safety or physical health,” he told shareholders.
“Another thing that we’ve done as a business that I’m really, really proud of, making sure that our people are creating safe and supportive environments is absolutely our main priority, because we can’t work if we don’t know that they’re working safe.”
But it’s this so-called safe place – the culture of the $6.7 billion company that Ellison has created – which is at the centre of MinRes’s governance crisis.
And it’s Ellison’s own character which is facing scrutiny. It is how the company that he built deals with people that in the end brought him undone.
The company is used to brushing off questions about how it treats its workforce, and anonymous emails like the August 2023 complaint might be expected to receive short shrift.
The Herbert Smith Freehills partner who received it replied, “Thank you for your email. We have forwarded it to the appropriate people at MRL for their consideration.”
But it wasn’t the whistleblower’s first complaint.
On June 3, 2022, the same Proton email account was used to file an extraordinary list of claims against Ellison and other MinRes executives, which was referred to Herbert Smith Freehills.
What is now clear is that almost everything that the board has confirmed after AFR Weekend broke the first MinRes story on October 18 – Ellison’s offshore tax scheme selling machinery to the company at inflated prices; his deal with the Australian Tax Office, leasing property to MinRes up to 70 per cent higher than market rates; rent-free offices for his daughter’s company; shipping arrangements; the extensive use of employees for his private business dealing; or to run his boat – was detailed in that June 2022 whistleblower complaint.
In turn that June 2022 complaint was prompted by media reports by the The Australian Financial Review and others about a lawsuit that MinRes brought four days earlier on May 30 against former MinRes procurement boss Steve Pigozzo, sacked in January 2022 in retaliation for whistleblowing about misconduct within the company. On June 1 Pigozzo countersued MinRes for unfair dismissal, seeking payment of entitlements.
Within hours MinRes had applied to suppress the details of Pigozzo’s case. What went unnoticed was that the case also prompted someone to file a complaint on the Deloitte whistleblower hotline. And it is this complaint that began the process which brought Ellison down.
“I have read Mr Pigozzo’s reports of misconduct at MIN published in the media this week,” the whistleblower wrote. “This is just the tip of the iceberg of the wrongdoing.”
The complaint was referred to Herbert Smith Freehills, who reached out to the whistleblower on June 24. In a subsequent email, an HSF partner stated they would speak “with relevant individuals” referred to in the complaint.
Ellison was the central focus of the allegations. So, did HSF ask him about the offshore tax scheme? HSF found no evidence for the claim and the board says it only began to hear details about the offshore trading from June 2023.
In May 2023 Ellison had finally settled with the Tax Office, but the board didn’t learn about it until October.
Pigozzo’s claim remains the subject of extensive suppression orders.
But it is public knowledge that sometime before January 2022, MinRes was warned by its own procurement boss that there had been misconduct.
AFR Weekend has learned that the suppression orders obtained by the MinRes lawyers, Bennett, were so extensive that only three MinRes executives saw the court documents and even directors were not provided copies.
Bennett was in an awkward position because it acted for Ellison in his dealings with the Tax Office over his voluntary disclosure of the offshore tax scheme and the subsequent tax settlement which was finalised only in May 2023.
The law firm now acts for both Ellison and MinRes, as well as the company’s chief financial officer Mark Wilson, in defending Pigozzo’s claims and seeking permanent suppression orders. Those orders include removing 19 documents from the Federal Court’s file.
The Pigozzo case ground on behind the scenes, racking up big legal costs, as MinRes doubled down on its claims that Pigozzo had taken secret commissions in deals; its legal team was headed by former NSW Bar Association president Noel Hutley, SC, who can charge up to $35,000 a day.
Because of the suppression orders it’s not known what role if any the Pigozzo proceedings had in the board’s eventual confirmation that Ellison had been involved in the offshore tax scheme. The board told the ASX it received a briefing on the matter from Herbert Smith Freehills last June.
In July, MinRes abruptly settled with Pigozzo for an undisclosed sum. By this time, it’s estimated that the two sides had spent more than $7 million in legal costs.
It looks like overkill: a lot of shareholders’ money lost in an attempt to deny entitlements to a mid-level executive.
Former MinRes executives say that it is a difficult company to leave, it refuses to pay out vested incentives and there is a constant threat of legal action. At times, it can appear vindictive.
These are not necessarily decisions by Ellison, but they reflect the corporate culture he has helped forge.
A MinRes spokesperson said the company does not comment on specific whistleblower complaints. “This approach is to protect the integrity of our processes and the confidentiality of the parties.”
“MinRes confirms that all legal matters relating to Mr Pigozzo have been settled. The terms of the settlement are confidential.”
Even now, Ellison remains a powerful force, and the board’s attempts to bring him to account appear underwhelming.
After discovering that Ellison’s daughter’s company, Ship Agency Services, worked rent-free for 10 years out of offices that MinRes leased from Ellison and other founding executives, the board required SAS to repay $158,000.
SAS has 10 staff. They appear to have taken all the 790 square metres of office space on the site, which also has 2635 sq metres of workshop area used by MinRes and 14,000 sq metres of hardstand area which MinRes could use to store equipment.
MinRes paid $5.2 million to lease the site over those 10 years.
The $158,000 repaid by SAS is 3 per cent of what MinRes paid for the entire site during that time.
Ship Agency Services, worked rent-free for 10 years out of offices on this site.
Directors have successively told shareholders, or been told themselves, that everything has been disclosed, that from now on tighter governance controls will prevent further abuse.
Despite the discovery that in late 2019 someone deleted email records of all trading with Ellison’s company Far East Equipment Holdings Ltd, the board is confident that after the 2006 listing MinRes made no payments to Far East except for two pre-contracted payments totalling $3.79 million in August 2006 and January 2008.
But Tax Office documents show Far East recorded profits of $6.7 million from MinRes dealings after the listing. A MinRes source has described paying $2 million to Far East in late 2008 for a crusher used in a Fortescue project which was bought in 2004 for $250,000.
This is in line with Tax Office documents which conclude Far East made a $2.9 million profit in the 2009 financial year from MinRes sales.
When Ellison, the tough talking, bad boy founder showed up at the MinRes annual meeting on Thursday, he appeared diminished, minus the swagger, reduced to a little black cloud.
While chairman James McClements on Thursday repeatedly spoke of Ellison stepping down within 18 months, it’s not clear how far he will go. Will he remain a consultant?
“Any time he has still got a desk in the building, he’s still got control,” says a former senior executive.
“I can’t stress enough how much I hate what I have done,” Ellison told shareholders in a four-minute mea culpa, describing the decade-long tax evasion scheme he ran as “a dark cloud in my life that I will live with forever”.
Ellison himself spoke only of winning back the trust of directors, conjuring a vision that he might be a bright little cloud in shareholders’ lives indefinitely.
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Related:
Mark Di Stefano and Neil Chenoweth, AFR, Nov 1, 2024 – 8.00pm
https://www.afr.com/companies/mining/ellison-s-executives-revealed-as-owners-in-blockbuster-lithium-ipo-20241101-p5kn7j
Three senior Mineral Resources executives who report to managing director Chris Ellison personally bought shares in Kali Metals, the lithium explorer whose share price spiked by more than 200 per cent in January because of aggressive buying by MinRes.
Kali Metals is a Perth-based lithium hopeful with prospective ground in Western Australia, NSW and Victoria that made its sharemarket debut on January 8 after raising $15 million from investors at an offer price of 25¢ a share.
MinRes chief financial officer and company secretary Mark Wilson, and managing director Chris Ellison. Michaela Pollock
The popular float was oversubscribed as it emerged that Mr Ellison, the billionaire founder of MinRes, had secured a 4.8 per cent stake before the listing. Mr Ellison’s business partner and construction billionaire, Tim Roberts, and mother-in-law Jennifer Robinson also held stakes in the company. As soon as Kali Metals went public, Mr Roberts sold his 2.8 per cent shareholding.
Share registers dated January 29 obtained by AFR Weekend reveal MinRes chief financial officer and company secretary Mark Wilson bought 600,000 shares in Kali Metals using a private investment company that shielded his identity. The register shows MinRes lithium chief Joshua Thurlow bought 400,000 shares in his own name, while Yenna Ong, MinRes’s director of international trade and strategy, acquired 200,000 shares.
It is not clear whether the three MinRes executives bought stocks before or after the sharemarket float. A MinRes spokesman dismissed questions, claiming its involvement with Kali Metals had been “widely reported in the past”.
“As previously disclosed, the approval and oversight of the Board Chair James McClements and restrictions on share trading were in place for management prior to Kali’s listing on the ASX.”
Kali Metals shares shot up in the days after its listing, helped by aggressive market activity from MinRes. ASX disclosures show MinRes bought 14.3 million shares or almost 10 per cent of Kali Metals on January 8, accounting for most of the share trading on the company’s first day.
A second disclosure a week later shows MinRes had bought enough shares to take its stake to 14 per cent. Kali Metals hit a high of 76¢ two days after listing.
MinRes was founded by Mr Ellison and has expanded from mining services to own iron ore projects, lithium developments and energy assets. It has grown into a company with a market capitalisation of more than $7 billion, making Mr Ellison and many close to him rich.
He has emerged as a key figure in Perth’s business establishment, lauded as a visionary entrepreneur who went from being a crusher, to owning his own mines and providing services to Rio Tinto and BHP.
But major shareholders are increasingly uneasy about the company’s governance. AFR Weekend revealed last month that Mr Ellison and other senior figures had run an offshore tax scheme that made them money at MinRes’ expense.
The Australian Securities and Investments Commission has launched a preliminary probe into the matter, while the board disclosed this week that it had been investigating Mr Ellison’s entanglements with the Australian Taxation Office for more than two years.
The internal probe into the company’s founder and managing director had never been declared to shareholders. The board has committed to present findings this Monday.
MinRes shares fell 30 per cent after the Financial Review revealed the undisclosed tax matters. They rebounded this week after the company said it would sell gas assets to billionaire mining mogul Gina Rinehart for more than $1.1 billion.
Kali Metals was spun out of Kalamazoo Resources and Karora Resources last year. In November, Bell Potter and Canaccord sought investors for its $15 million raise, opening the bookbuild process. Within less than 20 minutes it had closed “heavily oversubscribed”.
MinRes later said it had been prevented from taking part. But it did not stop Mr Ellison, who acquired a 4.8 per cent personal stake using his Wabelo private investment vehicle.
The Kali Metals share register dated January 29 and obtained by AFR Weekend shows Yolson Pty Ltd held 600,000 shares in the lithium hopeful. Corporate records show Yolson is a vehicle co-owned by MinRes CFO Mr Wilson and his wife. Mr Thurlow bought 400,000 shares under his own name. He joined MinRes in 2022 and runs its lithium mines, reporting directly to Mr Ellison.
Mineral Resources lithium boss Joshua Thurlow. Ross Swanborough
The register shows Ms Ong owned her 200,000 shares, also under her own name. Her association with Mr Ellison stretches back to MinRes’ own IPO in 2006. She has held senior roles in the company, including general manager of sales and marketing, which was said to include lithium trading and commercial activities in Australia and China.
It’s not clear whether any of the senior executives were aware that MinRes intended to move on Kali Metals. Another Kali Metals share register several months later shows all three executives had held on to their shareholdings.
MinRes remains the largest shareholder of Kali Metals, but the lithium miner’s price has deteriorated to 14¢ a share – more than 80 per cent down from its January peak.
Others who got into the company did not hang around. Before Kali Metals went public, Mr Roberts’ Warburton family office got its hands on 4 million shares, becoming the miner’s fourth-largest shareholder.
A story in The West Australian would later reveal the mystery joint fifth-largest holder – a woman named Jennifer Robinson. She is Mr Ellison’s mother-in-law, and shared an address with the MinRes managing director’s private vehicle.
The Perth tabloid reported Mr Roberts had sold his entire stake in Kali Metals, while Ms Robinson sold almost 80 per cent. Navitas founder Rod Jones, who was also among the largest Kali Metals shareholders, dumped his entire holding by the end of January.
Broker data from Kali Metals’ first day of trading shows Bell Potter on both sides of two large block trades – for 4 million and 3½ million shares. It was the co-lead of the Kali Metals float, and has long-been associated with MinRes and Mr Ellison.
Bell Potter broker Brad Shallard declined to comment when asked by the Financial Review’s Rear Window this week about whether the trades were done for MinRes.
This masthead also revealed last week the New Zealand alpine property co-owned by Mr Ellison and Mr Roberts acquired heavy machinery from a MinRes subsidiary at prices that appeared to be discounted. Mr Roberts was on the board of MinRes at the time of the acquisitions by Halfway Bay.
He denied Halfway Bay bought “undervalued” equipment, or that he requested that it be supplied “at a discount”.
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[That one was from Nov 1st]
Sean Smith, The West Australian, Fri, 22 November 2024 4:30AM
https://thewest.com.au/business/ceos/shareholders-torpedo-mineral-resources-pay-report-as-chairman-admits-kali-deal-didnt-pass-the-pub-test-c-16829227
Mineral Resources AGM Chair James McClements. Courtney McAllister
Mineral Resources chairman James McClements has for the first time disclosed concerns over the controversial Kali Metals float in January as the beleaguered group was hit by a “first strike” over its governance scandals.
Fronting shareholders at a tightly controlled and sometimes tense annual general meeting on Thursday, Mr McClements admitted that MinRes’ decision to follow chief executive Chris Ellison and other senior MinRes staff on to the Kali share register had provided a governance challenge for the group’s board.
“We recognised, once we became aware of it (MinRes employees being invested in Kali), that it was not going to pass the pub test,” Mr McClements, said in response to a shareholder question.
Kali’s $15 million float, which issued shares at 25¢ apiece, was oversubscribed after it emerged that Mr Ellison had taken up a 4.8 per cent personal stake before the lithium minnow’s listing. It has since been been reported that other MinRes executives, including chief financial officer Mark Wilson and lithium chief Joshua Thurlow, also bought shares before Kali went public.
MinRes bought 10 per cent of the company when the junior listed, fuelling a surge in its share price to 76¢.
Mr McClements reiterated on Thursday that the board imposed trading restrictions on the executives invested in Kali to control conflicts of interest ahead of the company’s investment.
“We put blackouts around the management transacting in their shares for an extended period of time,” he told the AGM.
[Adrian Rauso, The West Australian, Thu, 21 November 2024 7:06PM]
The float, which was also backed by friends and family of Mr Ellison, has attracted new media scrutiny in light of disclosures over the past month that the billionaire evaded tax on offshore entities and benefited from a string of related-party dealings with MinRes over nearly 20 years.
Having apologised for his “lapse of judgment”, Mr Ellison has agreed to step down as chief executive, though his exit could take as long as 18 months.
Investors expressed their displeasure over the scandals by delivering a hefty “first strike” at the AGM, with 75.6 per cent of shares voted against the pay report on the recommendation of proxy advisers.
The scandals, which have smashed MinRes shares, dominated questioning at the meeting, despite Mr McClements’ reminder to investors of Mr Ellison’s role in building “a company of the depth, breadth and success of MinRes”.
Mr Ellison was remorseful, addressing his governance failings for several minutes during which he admitted “to some mistakes along the way”.
But while he made no reference to the timing of his departure, he insisted MinRes would be unaffected.
“This business will transition through to the next level of management and this business will go on long down the track,” he said.
“It’s all backed by the great people we have got at MinRes, they continue to work incredibly hard, as I do, I turn up every day and make sure we are delivering. I have had many shareholders around lately come out and support the business and I thank you all for that, I understand and acknowledge some of them have got different voices at the moment, it is what it is.”
However, he said, “I’ve built a great company, delivered extremely good returns to MinRes shareholders, employed thousands of people, created a great working environment for my employees and provided huge benefits to Australia”.
Mr McClements who will also step down before next year’s AGM, has already foreshadowed significantly strengthened governance, including a new ethics and governance board committee and new whistleblowing protocols.
Incoming director Jacqui McGill, a former BHP mining boss, promised shareholders on Thursday “a different way of doing many things across management and governance, things more befitting a major scale organisation”.
While the company has hired a recruitment firm to seek out a new chief executive, it has yet to do the same to replace Mr McClements. That looms as the board’s immediate priority given the new chair will play a major part in choosing Mr Ellison’s successor.
Some investors want the chief executive gone quicker, but Mr McClements repeated on Thursday that “a sudden departure was not considered in the best interests of the company”.
MinRes shares closed 2.5 per cent lower at $33.84, down 26 per cent since the scandals broke.
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opinion
Sean Smith, The West Australian, Fri, 22 November 2024 4:30AM
There’s no disputing Chris Ellison is a business success story, a high-school dropout who built one of Australia’s biggest miners on hard work, smarts and determination.
But there can be no doubt either that no-one but Chris Ellison is to blame for the scandals that have beset Mineral Resources and stripped billions of dollars from its value.
To hear some shareholders talk at Thursday’s annual meeting at the West Coast Eagles headquarters in Lathlain named for his mining group, you’d be forgiven for thinking that the former New Zealander is the victim of a media beat-up.
Those shareholders, together with some more influential investors, are prioritising money over ethics and want their hard-nosed boss to keep running the miner rather than keep to the company’s plan for him to stand down.
As it is, Ellison won’t be going for at least a year anyway, and perhaps not for 18 months, until MinRes has a replacement.
Some investors clearly reckon he’s irreplaceable. Others counter he’s no Steve Jobs.
However, for all the wealth he has created, and Ellison reminded shareholders on Thursday of his achievements — “I’ve built a great company” — his position is untenable.
And MinRes should not be pressured by sections of its shareholder base into changing its mind to let him go.
Business ethics and personal conduct should matter, they need to matter.
It’s very simple, so simple that seemingly some companies and their bosses still don’t get it. They can’t demand behavioural standards from their employees if they don’t uphold the same standards.
The rank hypocrisy of some corporate behaviour, together with a string of scandals, regulatory lawsuits and oversized executive pay packets, is contributing to diminished community trust in Australian big business.
No-one expects company bosses to be angels. But neither should those bosses be evading tax and doing myriad deals for personal benefit with the companies they are entrusted with managing on behalf of shareholders.
Ellison was contrite on Thursday, talking about the “dark cloud in my life that I will live with forever”.
But the real test will be when the time comes for him to hand over the reins to a successor.
MinRes itself still appears to be struggling with its commitment to higher standards of governance, insisting on Thursday that a deal done in just May to buy into a Bullsbrook property consortium partly owned by Ellison was not a related party transaction as defined by the rules and hence his involvement did not need to be disclosed.
Let’s not quibble. If you’ve been investigating your chief executive’s dealings for two years and are now partnering with him in a deal, why wouldn’t you just come clean with your shareholders?
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Disclosure: Not holding.