Pinned straw:
17th April 2025: https://www.theaustralian.com.au/business%2Fmining-energy%2Fmineral-resources-directors-jacqueline-mcgill-and-susie-corlett-quit-as-proxy-advisers-turn-up-the-heat%2Fnews-story%2F564e330078dfd4d9e3e296ffb56d1f3a
Mineral Resources board member Jacqui McGill has quit, alongside Susie Corlett. Picture: Tricia Watkinson
Mineral Resources directors Jacqueline McGill and Susie Corlett quit as proxy advisers turn up the heat
Published in The Australian, Wednesday evening, 16-Apr-2025
Efforts by Mineral Resources to clean up its act after a series of scandals involving managing director Chris Ellison are in disarray after the resignation of two independent board members.
Jacqueline McGill and Susie Corlett have resigned effective immediately, just five months after they were named as key members of the independent ethics and governance committee to oversee the company’s compliance and to ensure it met legal and ethical standards.
The resignations come as proxy advisers turn up the heat on MinRes directors who sit on other boards, given the extent of the governance issues at the Perth-based mining services provider and iron ore and lithium producer.
The resignations point to tensions within the board over efforts by Ms McGill and Ms Corlett to get the MinRes house in order. The company share price fell 9 per cent to $16.61 in trading on Wednesday.
Proxy adviser Ownership Matters recommended against Ms Corlett’s re-election to the board of mineral sands miner and taxpayer-backed rare earths player Iluka Resources based on her link to MinRes.
Mineral Resources founder Chris Ellison. Picture: Supplied
Iluka defended Ms Corlett, saying she should be judged on her performance at Iluka and that had been exemplary.
It is understood any MinRes directors who sit on other boards will face similar proxy recommendations against their re-election.
Ownership Matters said that during Ms Corlett’s time on the MinRes board, there had been “material corporate governance shortcomings”, particularly regarding related party transactions and board oversight.
In response, the Iluka board said Ms Corlett was a highly experienced and effective director of their company.
“Her contribution to the board has been invaluable in driving Iluka’s objective, which is to deliver sustainable value. The board has the fullest confidence in Ms Corlett.”
The MinRes ethics and governance committee, which also included independent non-executive directors Denise McComish, was set up after revelations about Mr Ellison’s involvement in a tax evasion scheme, misuse of company funds and third-party transaction involving members of his family.
The future of the committee and its work remains unclear now that Ms McGill and Ms Corlett have quit.
The committee was tasked with reviewing related party transactions involving Mr Ellison and overseeing internal and external investigations, including whistleblower reports and ethical breaches.
MinRes said last November that the committee could reopen previously closed investigations if further information came to light.
Ms McGill only joined the MinRes board in January last year. She serves as a non-executive director at Goldfields Limited, New Hope Group and 29 Metals Ltd as well as the Royal Automobile Association of South Australia.
Ms Corlett joined the MinRes board in January 2021. She serves as a non-executive director at Iluka Resources, Aurelia Metals and Silex Systems.
Their resignations come hot on the heels of The Australian revealing that MinRes is at war with Chevron and the WA government over shipping levies on every tonne of iron ore it exports from the Port of Ashburton in WA.
MinRes said at the weekend that it opted not to disclose the levies or a legal dispute over payment to the market because it considered the charges invalid.
The levies are the latest blow to the embattled company’s Onslow Iron project. The success of Onslow Iron — already facing cost blowouts and production downgrades amid big question marks over a 150 kilometre-long haul road connecting mining operations to the port facilities — is crucial to MinRes’ survival and thousands of jobs as it teeters under a $5.8bn debt pile.
Oil and gas giant Chevron stands to pocket more than $1bn from over the life of the Onslow Iron project under the terms of a secret port agreement with the WA government.
MinRes has launched legal action after being ordered to pay the levies by the Pilbara Port Authority that will be passed on to Chevron, which built the Port of Ashburton before handing it over to the WA government as public state-owned infrastructure.
The WA government has in turn taken action against MinRes in an attempt to recover what it alleges are already more than $5m in unpaid and overdue charges.
The Australian revealed the dispute over the previously undisclosed levies a day after Mr Ellison sent a message to the company’s 6000-strong workforce vowing to “once again prove the naysayers wrong”.
“Our financial position is strong – solid earnings continue to underpin a strong liquidity position. Our debt is unsecured, long-tenor and covenant-light bonds that were designed to ensure we had the flexibility to invest in the next stage of our business growth,” Mr Ellison said in the message to staff obtained by The Australian.
MinRes chairman James McClements, who is on his way out the door in the wake of the scandals now under investigation by the Australian Investment & Securities Commission, said: “Both Susie and Jacqui have dedicated substantial time and effort over recent months in our efforts to improve governance and procedures across the business, while navigating their significant other professional commitments.”
Mr Ellison has agreed to exit as managing director by April next year.
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Source: https://www.theaustralian.com.au/business%2Fmining-energy%2Fmineral-resources-directors-jacqueline-mcgill-and-susie-corlett-quit-as-proxy-advisers-turn-up-the-heat%2Fnews-story%2F564e330078dfd4d9e3e296ffb56d1f3a
MinRes announcement to the ASX yesterday: Director-Resignations.PDF
Also:
Updated
Super funds demand answers after MinRes board exodus
Mark Wembridge and Mark Di Stefano - AFR - Updated Apr 16, 2025 – 5.03pm, first published at 10.02am
Major superannuation investors are demanding Mineral Resources explain the sudden exit of two key board directors who were privately the most critical of the conduct of embattled founder Chris Ellison.
The iron ore and lithium miner said on Wednesday that Susie Corlett and Jacqueline McGill would leave the board. They were two of the three-member ethics and governance committee established after a board review found Ellison had “failed to be as forthcoming” with the company about his personal transactions, creating a “significant reputational impact”.
Susie Corlett (left) and Jacqueline McGill, who were both critical of founder Chris Ellison, have left the MinRes board
AFR Weekend has confirmed that two senior in-house lawyers tasked with assisting the same committee have also departed. The directors did not outline their reasons for leaving – McGill has only been on the board for 16 months – but Corlett raised a litany of issues in a letter to MinRes chairman James McClements as she quit.
Two people familiar with that letter, who requested anonymity because they were not authorised to speak publicly, described its contents as scathing about efforts to overhaul the company’s culture.
Ellison, a blunt-speaking New Zealander who is now MinRes’ managing director, has vowed to quit the company by next year after acknowledging his participation in an offshore tax scheme that enriched him and others at the expense of the iron ore and lithium producer he founded in 1992.
McClements has also committed to standing down as MinRes’ chairman, and his replacement is due to be announced within weeks.
Ed John, the executive general manager of the Australian Council of Superannuation Investors, which advises big retirement funds on how to vote on governance matters at shareholder meetings, said the resignation of the two directors raised a “major question”.
“The company needs to explain to its shareholders what has happened to prompt the departure of the directors and what this means for plans to improve independence and transition the roles of board chair and managing director,” he said.
Mineral Resources’ headquarters in Perth. The company has been in a corporate governance crisis for months. Bloomberg
HESTA, which invests on behalf of health workers, has requested a meeting with MinRes to “understand more about the future of the committee, whose work we see as critical in driving action to address … governance failures”.
“Having viewed the formation of the ethics and governance committee as a positive development, we believe today’s news delivers a significant hit to investor confidence,” said Debby Blakey, HESTA chief executive.
The company remains on the fund’s watch list, which means its stake could be sold if HESTA remains concerned about its governance issues.
Those issues, and broader questions about the business, are piling up.
The Australian Securities and Investments Commission is investigating MinRes and Ellison over alleged failings including interparty transactions, and forcing company employees to work on his $30 million private yacht.
MinRes has been bleeding cash from its lithium division after low prices forced the loss-making miner to mothball operations at Bald Hill, a project close to Kalgoorlie in the Goldfields region. Over six months, MinRes has also cut iron ore production, axed dividends, and flagged it will have to spend significantly more money than expected repairing a new haul road.
Board within a board
The company put its ethics and governance committee in place in November, in the hope of reassuring shareholders after The Australian Financial Review revealed Ellison’s British Virgin Islands tax scheme, and that he had reached an agreement with the Australian Taxation Office.
Corlett, McGill and another director, Denise McComish, were selected to sit on the committee. People with detailed knowledge of the board’s deliberations said they were the three directors who were the most critical of Ellison as the company’s governance problems spiralled.
The committee is chaired by McComish and its scope includes “reviewing related party transactions involving Ellison; enhancing internal controls regarding related party transactions; overseeing internal and external investigations, including whistleblower reports and ethical breaches”.
It could reopen “previously concluded investigations if further information comes to light and strengthening conflicts of interest procedures”.
Two weeks later, MinRes’ in-house counsel Jenna Mazza quit as company secretary, joining the board’s committee as specialist legal counsel. Soon after MinRes’ general manager of commercial and legal, Nick Rohr, did the same, becoming counsel-assisting to the governance committee.
Both have now left MinRes, serving out their notice periods.
McGill joined the MinRes board in January last year. She is also a director on several other resource company boards, including coal miner New Hope and copper and precious metals developer 29 Metals. Corlett joined MinRes in 2021 also serves on the boards of Iluka Resources, Aurelia Metals and Silex.
Ownership Matters, which advises institutional investors on how to vote at shareholder meetings, has recommended Iluka shareholders vote against Corlett’s re-election to the critical minerals producer’s board.
It advised that there were “material corporate governance shortcomings at MinRes, particularly regarding related party transactions and board oversight”. It recommended that Corlett not be re-elected to Iluka “in the interests of seeking non-executive director accountability”.
MinRes shares ended the day $1.64 lower at $16.61. They have slumped more than 70 per cent over the past 12 months.
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Source: https://www.afr.com/companies/mining/minres-board-in-turmoil-as-governance-committee-directors-quit-20250416-p5ls3x
Despite MIN being up over +2% today, they're STILL in a horrible downtrend:
I'm actually not trying to troll MinRes, just pointing out that when there's more smoke than Woodstock in '69, it's likely going to be a higher risk "investment" and there's ALWAYS going to be further downside potential. So many better companies to invest in; We don't need to be invested in this one.
23rd April 2025: Resignation-of-Director---Denise-McComish.PDF [3:26pm]
Source: Resignation-of-Director---Denise-McComish.PDF
That's the entire Ethics and Governance Committee gone, in the space of a week. Jacqueline McGill and Susie Corlett resigned as Non-Executive Directors of the MinRes Board with zero notice last week (on 16th April 2025). The one remaining member (and the committee Chairperson), Denise McComish has now also quit with zero notice, yesterday, announced by MinRes very late in the trading day yesterday (3:26pm). Denise was also the Chair of MinRes' Audit and Risk Committee.
The resignation of these three directors, who were responsible for trying to improve MinRes' corporate governance and ethics, which would have been at least 99% about trying to reign in Chris Ellison, strongly suggests to me that they had clearly had enough of Chris and his behaviour, which could well have involved blocking or frustrating that committee's attempts to do their job effectively, so they've walked.
Any reasons they have provided to the MinRes Board for their resignations have not been shared with us, so we can assume they weren't overly complimentary; Instead, in every case, the announcements from the Board have highlighted the commitments these women have with the Boards of other companies, suggesting that they have quit because they had too much going on and needed to reduce their workload. Which is likely total bullsh!t.
All three are professional company directors and as such it is perfectly normal to be on multiple company Boards at the same time. One of the impacting factors has been proxy advisers such as "Ownership Matters" (OM) recommending that their clients (such as large super funds) vote AGAINST these women being re-elected to the Boards of the OTHER companies they serve on, on the basis that they failed in their Governance responsibilities while at MinRes, including Susie Corlett who serves on the Iluka (ILU) Board where OM have recommended people vote AGAINST her re-election to the ILU Board, so some of this is probably about trying to preserve what's left of their reputations and not allowing MinRes to ruin their careers by impacting their standing on the Boards of other companies.
Meanwhile the MinRes Board has shrunk from 9 members to 6 members in a week, with a third of their Board quitting since last Wednesday (16th April), and another one, their Chairman, James McClements, is half way out the door, as briefly mentioned in yesterday afternoon's announcement, reproduced above.
Some investors probably see these resignations as a net positive, because their hero Chris Ellison now faces bugger all push-back from his own Board because every member of the 3-person committee tasked with trying to reign in his bad behaviour and to improve and maintain appropriate company ethics and governance (the "Ethics and Governance Committee") have all left the Board. And if making money matters above all else, and it doesn't matter how that money is made, or what sweetheart deals get done along the way to enrich the founder and managing director and his family and friends, then this might look like a "win", however that would probably work better if MinRes was a private company, not a public one.
As a publicly listed company, they do have to abide by both ASIC and ASX rules and regulations. ASIC can apply a range of penalties, most of them financial, but they can also ban bad actors from being company directors, yes, even Chris Ellison. The ASX on the other hand have one big stick, which is to suspend companies from trading if they are not in full compliance with all of the ASX listing rules, and if MinRes get suspended for a period of time, that's going to negatively impact their cost of capital to refinance their debt, even though they claim to have no lending covenants in place. It would also negatively impact their ability to raise fresh capital if they need to. A trading suspension is also a big negative for ordinary retail investors in MIN, as they would be unable to exit, at any price, while the company remained suspended from trading. So, in that light, perhaps the entire Ethics and Governance Committee quitting the Board with zero explanation isn't such a net positive for Chris Ellison or MinRes' investors.
MinRes loses the final member of its board ethics committee
by Mark Wembridge, Resources reporter, AFR, Apr 23, 2025 – 4.27pm
The last remaining member of Mineral Resources’ ethics committee has quit the iron ore and lithium miner’s board just a week after the exit of two other directors, leaving the Perth-headquartered company in crisis.
The abrupt resignation of Denise McComish on Wednesday follows the departures of Jacqueline McGill and Susie Corlett. The three directors were privately the most critical of Chris Ellison, founder and managing director of the loss-making miner.
McComish was the sole remaining member of a three-person ethics committee established to reassure investors, after a board review determined Ellison had misled the company’s directors about his personal transactions and inflicted “significant reputational impact”.
Two senior in-house lawyers tasked with assisting the now-vacant committee have also departed. None of the directors or the lawyers have outlined their reasons for leaving, although Corlett raised a litany of issues in a letter to MinRes chairman James McClements as she quit.
McComish and McGill served on the MinRes board for 16 months, while Corlett had been a director for more than four years.
“Since taking on the additional responsibility of chair of the ethics and governance committee, Denise has dedicated significant time and effort to ensure MinRes has robust and appropriate corporate governance procedures to see the company through its next stage,” MinRes told shareholders on Wednesday. “That commitment has been greatly appreciated and Denise has helped make MinRes a better company.”
The ethics and governance committee was created in November after The Australian Financial Review revealed a series of undisclosed related party transactions and leadership failings at the miner.
Ellison, who founded the company in 1992, has acknowledged his participation in an offshore tax scheme that enriched him and others at the expense of the iron ore and lithium producer.
He has vowed to step down by mid-2026, although the New Zealander remains the company’s largest shareholder with an 11.5 per cent stake. McClements will also depart as MinRes’ chairman in the coming weeks.
The committee has the power to review related party transactions involving Ellison, improve internal controls, and oversee whistleblower reports and ethical breaches. It can also reopen previously concluded investigations “if further information comes to light”.
Despite demands by major superannuation investors that MinRes make clear why its directors have quit, the miner has not offered any explanation for the exodus. “The ethics and governance committee will be maintained, and the whole board is committed to continued best-practice corporate governance,” the company said. “The board’s committee structure and composition will also be reviewed under a new chair.”
McComish is a non-executive director at online travel agency Webjet, miner Gold Road Resources, and West Australian electricity group Synergy. She was previously a partner at advisory services group KPMG based in Perth.
The regulator is already investigating MinRes and Ellison over related party transactions and other matters, including staff employed by the miner working on the businessman’s yacht. Ellison has apologised for his behaviour, which was outlined in a damaging board report last November.
The new chair will face the daunting task of repairing MinRes’ tottering balance sheet. The miner’s $5.8 billion of debt dwarfs its $3.4 billion market capitalisation, and analysts have suggested it will be forced into a highly dilutive equity raising, which MinRes denies. The country’s biggest crushing contractor has fallen victim to a rout in commodity prices, forcing it to shutter much of its lithium operations to preserve cash.
Over the past six months MinRes has cut its iron ore production, warned it would spend more money than expected repairing a critical new road in the Pilbara and posted an $807 million loss for the first half of the financial year. Its shares have lost three-quarters of their value in the past 12 months, although they rose 36¢, or 2 per cent, to close at $17.21 on Wednesday.
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Source: https://www.afr.com/companies/mining/minres-board-in-crisis-after-third-director-quits-20250423-p5lts6
Susie Corlett (left) and Jacqueline McGill, who were both critical of founder Chris Ellison, have left the MinRes board
Denise McComish is the latest Director to quit the MinRes Board (yesterday, 23rd April 2025) but remains at Gold Road Resources Ltd as an Independent Non-Executive Director (from 2021), WEB Travel Group Ltd as an Independent Non-Executive Director (from) 2021, Beyond Blue Ltd as a Non-Executive Director (from 2019), Electricity Generation & Retail Corporation as a Non-Executive Director (from 2023), and is a member of the Australian Institute of Co. Directors and the Australia Takeovers Panel (from 2013).
Ms. McComish also formerly worked at Chief Executive Women, Inc., as Non-Executive Director from 2017 to 2021, Macmahon Holdings Ltd., as Independent Non-Executive Director from 2021 to 2024, and KPMG Australia Pty Ltd., as Partner from 2018 to 2019.
MinRes was the 3rd most shorted stock on the ASX on April 11th, and rising sharply, with 13.25% sold short last Friday, which by the way is more than the 11.49% of the company that Chris Ellison owns.
That's according to Shortman.com.au just now - where there is a 4 day lag with the data; It will be interesting to see what % of MIN is sold short when I check again around this time next week, because we'll get to see if the latest director resignations and media reports have fueled the short thesis further.
24-April-2025: The short interest did dip, but is rising again.
The following shows data up to Wednesday 16th April, the day the first two members of the ethics committee quit:
These non-aggregated figures are released by the ASX daily and cover the previous days activity and can be found here (note: that link will give you details for the previous trading day only, not the total short position, a.k.a. not the aggregate short position displayed in the graph above).
29th May 2025: Short selling interest still steadily climbing for MIN, now up over 14%, and this data was current a week ago on 22nd May, before MinRes' latest production guidance downgrade (released on Tuesday 27th May to coincide with their Onslow Iron site visit on Wednesday 28th May).
