The seven major unanswered questions ahead of Mineral Resources’ hotly-anticipated annual general meeting

Mineral Resources’ corporate governance scandal has left a trail of burning questions, setting the stage for the most anticipated annual general meeting in recent memory. Embattled managing director Chris Ellison on Thursday will make his first public appearance since it emerged he had dodged tax on co-owned offshore companies, misused company resources for his own benefit, and allegedly profited on deals at the expense of MinRes shareholders. Those shareholders, who have seen their MinRes shares fall 45 per cent since the last AGM, will soon have the forum at MinRes Park in Lathlain to try and squeeze some answers out Mr Ellison and the rest of the board. 1. Can Mr Ellison’s boardroom colleagues still say his settlement with the ATO was not material? The revelation that kicked this whole saga off was that Mr Ellison finalised a secret settlement with the Australian Taxation Office last year after being involved in an offshore tax evasion scheme. Since this came to light last month MinRes shares have has lost more than 20 per cent of their value, equating to about $1 billion of damage. The MinRes board admitted it knew about the settlement before the end of 2023 but did not believe the matter was price sensitive. The subsequent share price drop might suggest otherwise. If angry shareholders take them to task on this on Thursday will they change their tune, or double down? 2. When will Mr Ellison step down as chief executive? The MinRes board has given its founder between 12 and 18 months to step down as boss. The super funds dotted throughout the top end of the company’s share register want this to happen sooner and some analysts have said the long goodbye leaves a dark cloud lingering over MinRes’ future. MinRes says the protracted timeframe allows it to find a suitable candidate and facilitates a smooth leadership transition. But will they cave into pressure and speed things up? There has been no indication yet if he will just step down as boss, or cut ties with the company altogether, which leads to the next pressing question. 3. Will the outgoing chief leave MinRes altogether? Despite the scandal, MinRes’ leader since its inception on the ASX in 2006 still holds a strong hand in determining the company’s future. He is the number one shareholder and has another major investor — L1 Capital — in his corner. “We have engaged with many large MinRes shareholders in recent days and we understand there is widespread shareholder support for Chris remaining as CEO over the medium term,” L1 Capital said last week. On top of the support from the big end of town a legion of rusted-on mum and dad shareholders that comprise a big chunk of MinRes’ register have made a motza by backing Mr Ellison over the years. The man himself told this masthead in May he had no plans to leave MinRes for the next decade. “I don’t expect to go anywhere in the next ten years. This is my hobby,” Mr Ellison said. Will he really go quietly into the night? Even if he leaves as the head honcho will there be an empty chair at the MinRes leadership table waiting for him? If there is no golden parachute, can the board say with any confidence that he will not try to roll them with his supporters? 4. Did the board know about his Bullsbrook property deal? Many of Mr Ellison’s troubling dealings occurred in the mid-2000s and the current MinRes board can distance itself from them to some extent. But that will not pass muster for recent revelations that MinRes in May paid $45 million for a 49.04 per cent stake in the Northern Gateway Master Trust, which owns an industrial park in Bullsbrook. The balance is owned by Northern Gateway Investments, a company whose owners include Mr Ellison and his wife Tia. The stake MinRes bought is valued in the company’s 2024 annual report at $17m, but there is no other detail. Mr Ellison’s relationship as a co-owner of Northern Gateway Investments is also not mentioned. Either the board knew of the transaction and signed off on it, or it had no clue what was happening. MinRes declined to comment when asked by The West Australian which of the two scenarios it was. Either option is not a great look. 5. Will MinRes keep using Mr Ellison’s daughter as a shipping agent? Numerous related-party transactions involving Mr Ellison have surfaced in recent months, including that MinRes encourages ship owners transporting the ore it exports from WA to use a shipping agent owned by Kristy-Lee Craker. One of the other companies she is linked to directly does marine work for MinRes. MinRes last week said these companies linked to her were asked to repay $158,000 after an investigation into a “rent relief” arrangement that lasted for 11 years up until 2023. The vast majority of MinRes’ exporter still use Ms Craker’s firm — Ship Agency Services — as their agent, port data shows. Will the company look to sever ties and start fresh by recommending a new agent? 6. What is the process for James McClements’ replacement? Mr Ellison has not been the only casualty of the ongoing saga. MinRes chair James McClements is set to step down either at, or before, the company’s 2025 annual general meeting. Who will replace him and what the process will be to fill his seat remains a mystery. The establishment of a separate ethics and governance committee also throws another curveball, given the chair is absent from the newly-formed team. Will the new chair also be frozen out? Who will this committee report in to? 7. What will Mr Ellison be able to say, if anything? Clearly all eyes will be on the MinRes founder. He is normally extremely outspoken and not afraid to go off script with expletive-laden rants. But this year the circumstances have changed and the stakes are much higher. ASIC is knocking on the door and MinRes have lawyered up to the hilt. Legal eagles usually advise their clients to say as little as possible in public forums. Will Mr Ellison rein it in and toe the line? Or is the temptation to get his side of story out there amid a barrage of criticism too great?