19th May 2025: Appointment-of-Malcolm-Bundey-as-Director-and-Chair-elect.PDF [8:25am]

Excerpts from that announcement plus some images and a chart from me:

Malcolm Bundey will immediately join the lithium and iron ore miner as a non-executive director and will succeed outgoing chair James McClements on July 1. Credit: Andrew Ritchie/The West Australian (source).

James McClements above, Zimi Meka below.

[Zimi Meka, above, and James McClements above Zimi, pics sourced from MinRes website]

Outgoing MinRes Chairman James McClements continued...

Media Reaction:

West Australian:

Mineral Resources appoints Brickworks deputy Malcolm Bundey as new chair to start rebuild

by Daniel Newell and Adrian Rauso, The West Australian. Mon, 19 May 2025 8:37AM [clearly added to later today as they do mention MinRes' -8.8% share price decline today at the end of the article]

Mineral Resources has tapped the deputy chair of Brickworks to lead the rebuild of the depleted board and regain the trust of shareholders left burnt by a series of scandals.

Malcolm Bundey, who has never held a role with a mining-related business, will immediately join the lithium and iron ore miner and mining services provider as a non-executive director and then is set to succeed outgoing chair James McClements on July 1.

Mr McClements announced his exit shortly after revelations in October that founder and chief executive Chris Ellison was involved in historic tax evasion on co-owned offshore companies and used MinRes for personal benefit via a series of related-party transactions.

A subsequent review unveiled a catalogue of governance failures that continue to plague the miner, including the looming exit of Mr Ellison, who is due to depart before the middle of next year.

MinRes has previously said the new chair will have a major role in picking Mr Ellison’s successor.

Last month, MinRes was rocked again when Denise McComish, Jacqueline McGill and Susie Corlett — who together formed a new ethics and governance committee — all left within the space of a week with no explanation.

MinRes said Mr Bundey’s appointment followed an extensive international search and he was unanimously endorsed as its preferred candidate on April 10 — just days before Ms McGill’s and Susie Corlett’s exit.

“Mr Bundey is a highly experienced board director and executive who has led multinational and multibillion-dollar private and ASX-listed organisations through significant change, performance improvement, acquisitions and sustainable growth,” MinRes said.

“As a leader of diversified global businesses based out of Australia and the United States, he brings expertise in managing complex global heavy industry operations and deep experience across professional services, manufacturing and primary industries and private equity.”

Mr Bundey joined Brickworks in 2019 and has also served as an executive and adviser to portfolio companies for a major international private equity firm — a role MinRes said he currently holds and will continue following his appointment.

Prior to that, he was managing director of packaging business Pact Group between 2015 and 2019.

Mr Bundey’s resignation from Pact came abruptly in the wake of a poor full-year financial result.

He has also served as chief financial officer of food manufacturer Goodman Fielder, which owns brands like Helga’s and La Famiglia, and started his career at big four firm Deloitte — climbing the ranks to partnership.

Mr Bundey — who has already visited MinRes’ new Onslow Iron operations in the Pilbara — said he was committed to “putting in the hours and working as hard as it requires to restore shareholder confidence and value”.

“MinRes was built on the entrepreneurial and proactive culture that has attracted me to every senior role I’ve occupied in my career,” he said.

“I look forward to addressing the challenges before us, which we’ll approach head-on. I’m confident the new board will lead the company through the next chapter, continuing to strengthen the company’s corporate governance while focusing on a collegiate and success-driven culture in the boardroom.

“I look forward to engaging with all of our stakeholders as we navigate this path.”

Mr Bundey will pick up $750,000 a year, with half as cash and the rest, minus superannuation, to be paid in shares.

Shares in MinRes finished down 8.8 per cent during a horror day on the market for iron ore and lithium miners.

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Source: https://thewest.com.au/business/mining/mineral-resources-appoints-brickworks-deputy-malcolm-bundey-as-new-chair-to-start-rebuild--c-18739454

AFR:

MinRes’ new chair to pocket $8.34m if he turns miner around

by Mark Wembridge and Mark Di Stefano, Updated May 19, 2025 at 10.23am, first published at 9.58am.

Incoming Mineral Resources chairman Malcolm Bundey could pocket a windfall of $8.3 million over the next three years if he turns around the scandal-ridden miner, as he vowed to improve culture and governance at the company.

Bundey, whose resume includes working at Pact and Rank group, but who has no mining experience, will start as MinRes’ non-executive chairman in July. He will be paid an annual salary of $750,000 in cash and shares, and issued 780,000 options, which vest between $30 and $40 a share. The options’ exercise price is $25.40 a share.

His potential pay packet has raised the ire of corporate governance groups.

Malcolm Bundey will become the new chair of Mineral Resources on July 1. 

Jeffrey Jackson, corporate governance partner at shareholder advisory group Open Engagement, said stock-based remuneration was typically reserved for executives, not directors. Investor groups prefer non-executive directors to be paid in cash rather than stock to remove the temptation to focus on short-term share price gains rather than long-term company performance.

“ASX corporate governance principles and recommendations do not support granting performance-based remuneration,” Jackson said. “If you provide incentive-based remuneration, it may lead to riskier thinking and decision-making. That’s something that Mineral Resources will need to engage with shareholders about.”

Jackson said the issuance of options to Bundey raised questions about his appointment as an “independent” chairman.

Bundey replaces United Kingdom-based James McClements, and faces a formidable task to repair the lithium and iron ore miner’s reputation. The Australian Securities and Investments Commission is probing the miner and the behaviour of its founder Chris Ellison, who has apologised for his involvement in an offshore tax rort and related-party transactions.

Shares in MinRes fell 9 per cent on Monday to $24.08 against the broader S&P/ASX 200, which was down 0.6 per cent.

The company’s stock last traded at $40 in October, and was as high as almost $80 in the past year.

A series of scandals has weighed on its shares and forced billionaire Ellison to pledge that he would quit the company by mid-2026. Ellison remains the company’s biggest shareholder, with an 11.5 per cent stake.

The miner said Bundey’s package of options was “heavily weighted toward an increase in shareholder value and aligned with shareholders’ interest … which is also reflective of the time commitment required”.

Paying non-executive directors with share price-focused awards also clashed with the guidelines of The Australian Council of Superannuation Investors, a key industry advisory body.

“Remuneration in shares is acceptable, but we do not support the payment of share options and other incentives which introduce leverage into non-executive remuneration,” the ACSI guidelines state.

‘Restoring trust’

Bundey is well aware of the size of the job he faces, as he acknowledged in a leaked memo to staff on Monday.

“There’s no doubt the past seven months have impacted value and trust in our company. My focus will be on creating shareholder value and restoring trust through board renewal, strong governance and a great company culture,” he said.

Investors have queried whether the miner’s efforts to improve its culture were superficial after all three members of its ethics and governance committee – a body established to oversee Ellison’s behaviour – quit last month.

Bundey is a private equity executive and deputy chair of Sydney-based building materials company Brickworks. He previously served as managing director and chief executive of the Pratt family’s packing group Pact for three-and-a-half years, but left after poor financial results triggered a share price collapse.

Rafael Lamm, chief investment officer at L1 Capital, which owns MinRes shares, said Bundey’s appointment was “an important step forward for the company and sets the pathway for a full reset to best practice corporate governance being implemented”.

“Mal has had an impressive career, both as a senior executive and director for high-quality organisations such as Rank Group and Brickworks. We believe that Mal’s skills, diverse experience and temperament position him well to successfully reset MinRes’ corporate governance.”

Bundey has been visiting the miner’s operations, including its $3 billion flagship Onslow Iron project in West Australia’s Pilbara region, to familiarise himself with the company.

“Mal was the standout candidate and unanimous choice of the board through our extensive international search,” said Zimi Meka, chair of the board nominations committee. “He’s a measured leader who strikes the right balance between strong corporate governance and savvy commercial outcomes.”

Bundey has extensive experience in the packing sector, including long stints at companies in the United States. He began his career in 1987 as a graduate at big four accounting firm Deloitte and left as a partner 16 years later.

Board replacements

The appointment of a new chair comes after last month’s abrupt exit of three non-executive directors – Denise McComish, Jacqueline McGill and Susan Corlett.

They comprised MinRes’ ethics and governance committee that was established to oversee Ellison’s conduct, and were privately the most critical of the blunt-speaking New Zealander.

In his memo to staff, Bundey said the company would “appoint new directors who bring the skills, diversity and fresh perspectives MinRes needs for our next phase of growth”.

“MinRes has made significant progress on governance. Our ethics and governance committee, which I will now lead, remains central to this work, and will continue with refreshed membership,” he said.

MinRes said Bundey’s appointment was agreed by the board on April 10 – shortly before the directors’ exodus. The miner has stonewalled investors’ questions about whether efforts to improve its culture have been superficial, and has never confirmed why the three directors quit.

The miner has lurched from one crisis to the next over the past seven months after The Australian Financial Review published a series of revelations about Ellison’s conduct and the board’s failure to curb its founder’s behaviour.

The board last November released a withering report into Ellison’s misdeeds, noting that the managing director’s conduct had stained the company’s reputation, and he had been less than honest with the board.

Skyrocketing debt

MinRes’ debt skyrocketed after it built its $3 billion Onslow Iron project. Repair costs ballooned on its iron ore haul road network after half a dozen jumbo road trains toppled over on its crumbling surface.

The miner ruled out a highly dilutive equity raise to shore up its wobbling balance sheet, which the market took positively. Still, the company’s $4.7 billion market capitalisation remains below its $5.8 billion in gross debt.

“We’ve got the assets plans and many quality options in place to grow our strong financial position,” Bundey said in his memo. “We can all be proud of our company’s proven track record for delivering value.”

Meanwhile, the lithium price has cratered from its 2023 peak, forcing MinRes to close some of its operations. There has been speculation by analysts that the group may look to raise cash by selling lithium assets.

More from the MinRes investigation

• Chris Ellison’s offshore secret An investigation has uncovered how Mineral Resources chief executive Chris Ellison, one of Australia’s richest men, allegedly evaded tax for years.
• MinRes scheme enriched execs, allegedly at investors’ expense Peter Wade failed to disclose his interest in Chris Ellison’s tax evasion scheme, which cost shareholders more than $7 million.
• Chanticleer | ASIC eyes Mineral Resources as Ellison circles the wagons The regulator is now taking an interest in the crisis, even as investors have been reassured by the company’s explanations.
• Rear Window | Chris Ellison, hubris? That’s for someone else If the Dark Lord of Dunedin is a rotten Scrabble player, well, his chairman is all word salad.
• MinRes sold Chris Ellison farm equipment at steep discount The company’s managing director and another director bought the machinery for their New Zealand property at a bargain price.
• Chanticleer | ‘Inconsistencies’ in Ellison investigation will haunt MinRes board A week after declaring their confidence in their founder, directors are suddenly singing a very different tune.
• MinRes paid a 70pc mark up to rent Chris Ellison-owned properties Valuations the owners of the industrial facilities commissioned indicated that the leases were well in excess of market rates.

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Source: https://www.afr.com/companies/mining/mineral-resources-new-chair-to-pocket-8-34m-if-he-turns-miner-around-20250506-p5lwwb

Also, from one week ago:

HESTA sells remaining stake in Mineral Resources due to ‘serious’ governance issues following board departures

by Adrian Rauso, The West Australian, Mon, 12 May 2025 12:15PM.

Mineral Resources managing director Chris Ellison pictured at their offices in Osborne Park. Credit: Ian Munro/The West Australian

Superannuation fund HESTA has bailed out of Mineral Resources over persistent “serious governance concerns”, but shares in the embattled miner have risen.

HESTA said its decision followed the “sudden resignations” of three MinRes directors in April, who together formed the ethics and governance committee that was established in November 2024.

The trio — Denise McComish, Jacqueline McGill and Susie Corlett — all left the committee and MinRes altogether within the space of a week with no explanation.

The committee was established after revelations in October that founder and chief Chris Ellison was involved in historic tax evasion on co-owned offshore companies and used MinRes for personal benefit via a series of related-party transactions.

Mr Ellison agreed to step down by the middle of next year and chairman James McClements is also supposed to be out the door by the end of this year.

But the desertion of the ethics and governance committee raised questions about the progress of MinRes’ promise to address major shortcomings in its governance and the timelines for the agreed exits of Mr Ellison and Mr McClements.

“Last year we outlined our concerns that the managing director’s succession timeframe did not reflect the seriousness of the issues, and the issues indicated a systemic failure of governance,” HESTA chief executive Debby Blakey said on Monday.

“We have since regularly engaged with senior leaders and directors at the business to encourage action we believe necessary to restore investor confidence.

“The departures of the directors on the ethics and governance committee last month in our view represented a significant step backwards in seeking to address the serious governance concerns. Given these departures and the forthcoming succession of the chair, we don’t currently see a path to our concerns being addressed.”

A MinRes spokesman said the company “remains committed” to “strengthening corporate governance and creating value for all shareholders”.

“The appointment of the new board chair is well advanced, and they will be involved in any recruitment process for new directors,” the company spokesman said.

“As previously stated, the ethics and governance committee will be maintained going forward.”

HESTA placed MinRes on its “watchlist” in October based on the view “appropriate action was not being taken” to address governance issues.

At the time of the watchlist addition, HESTA held 0.9 per cent of the company — equating to about 1.8 million shares — and by the end of last year had reduced that stake to 0.4 per cent.

Those 1.8m shares would have been worth about $83m prior to the October revelations. That has been whittled down to $40.3m at the current share price.

But MinRes’ broader shareholder base did not appear too concerned with HESTA wiping its hands clean of the company.

Shares in the lithium and iron ore miner finished up 8.3 per cent to $22.81.

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Source: https://thewest.com.au/business/mining/hesta-sells-remaining-stake-in-mineral-resources-due-to-serious-governance-issues-following-board-departures-c-18663293

MIN may have closed up +8.3% last Monday (12th May) but they closed down -8.8% today @ $24.08, although that is still higher than their $22.81 close a week ago, and in fairness not all of the share price decline today was down to the new Chair announcement discussed in this post, because commodity prices fell over the weekend and all major miners were down today: Iron Ore miners were down (BHP off -2.4%, RIO down -1.3% and FMG crunched -4.9%) but Lithium miners got smashed as shorters got stuck in again, with PLS off -10.0% and LTR down a whopping -16.6%. In that light, MIN falling -8.8% wasn't a bad effort given the carnage across the lithium sector. Could have been worse.

We'll see if Mal Bundey as new Chair of MinRes from 1st July makes any difference. I would imagine he's used to working with stubborn, head-strong people who like to get their own way, seeing as he's deputy Chair at BKW (since Oct 2019) with Rob Millner as Chair and the Millner family running both BKW and SOL. That could have possibly contributed to Chris Ellison being OK with Mal's nomination to be the incoming Chair at MinRes.

Disclosure: Not holding. Avoiding.