MinRes Board Resigns Amid ASIC Probe into Founder

About Mineral Resources Ltd

Mineral Resources Ltd (ASX: MIN) is a leading Australian diversified resources company, specialising in the exploration, development, mining, and export of iron ore and lithium, alongside a strong presence in mining services and infrastructure. Headquartered in Perth, MinRes operates an integrated business model that combines commodity production with mining services, crushing, processing, rail, and port logistics, providing end-to-end operational efficiency across its supply chain. The company is a major player in Western Australia’s Pilbara and Goldfields regions, where it manages a portfolio of iron ore and lithium assets through joint ventures and wholly owned operations. As Australia’s largest mining services contractor, MinRes delivers pit-to-port solutions not only for its own operations but also for third-party clients, leveraging its extensive fleet of mobile crushing plants and infrastructure expertise. MinRes also holds significant positions in the lithium market through partnerships at the Wodgina and Mt Marion lithium projects, supporting global demand for battery minerals.

Governance Breakdown and Leadership Vacuum

Mineral Resources once a top-tier iron ore and lithium player, is grappling with a governance crisis that has sent shockwaves through investor circles. The abrupt departure of the entire ethics and governance committee, compounded by executive turnover and financial strain, has raised critical questions about the miner’s leadership and future direction.

The resignation of Denise McComish on Wednesday, just one week after directors Jacqueline McGill and Susie Corlett stepped down, leaves MinRes without any remaining members of its ethics and governance committee—a body formed in November to restore investor trust following damaging disclosures about founder and managing director Chris Ellison’s conduct.

A board-commissioned review last year found Ellison had misled directors regarding personal transactions, including the use of company staff on his private yacht and undisclosed related party dealings. These revelations prompted the establishment of the ethics committee, tasked with scrutinising related party transactions, internal controls, and whistleblower complaints.

Corlett, McGill, and McComish, each with substantial governance and industry credentials, were reportedly the most critical of Ellison’s behaviour. While specific reasons for their resignations remain undisclosed, Corlett is known to have detailed serious concerns in a private letter to chair James McClements.

Adding to the leadership void, two senior in-house legal advisors assigned to support the ethics committee have also departed. McComish’s exit statement was notably neutral, despite her pivotal role in attempting to restore governance credibility: “Denise has helped make MinRes a better company,” MinRes stated, omitting any mention of the broader turmoil.

Ellison, who owns an 11.5% stake in the company, has agreed to step down as managing director by mid-2026. Meanwhile, McClements is set to leave his role as chairman in the coming weeks, with a new chair to be appointed shortly, a move closely watched by institutional investors and regulators alike.

Financial Fragility and Operational Headwinds

The governance crisis comes at a time of severe financial pressure for MinRes. The company reported a $807 million statutory loss for the first half of FY2024, driven by a downturn in lithium and iron ore markets, operational setbacks, and spiralling project costs.

MinRes’ balance sheet has deteriorated significantly. As of March 2025, the company holds $5.8 billion in gross debt, more than 70% higher than its $3.4 billion market capitalisation. The debt-equity imbalance has raised fears of a looming capital raise, which the company denies. However, there has been warning that an equity raising of up to $1.5 billion may be inevitable if commodity prices remain depressed.

Operationally, the miner has halted much of its lithium production in Western Australia to preserve cash and reduce losses. It has also cut back iron ore output and flagged increased costs to repair a critical transport road in the Pilbara region. These moves underscore the miner’s cash flow challenges and strained cost base.

MinRes shares have plunged over 75% in the past 12 months, reflecting both the commodity downturn and concerns over corporate governance. However, the stock rose 2% to close at $17.21 on Wednesday following McComish’s resignation, suggesting some investors may view the board shake-up as a necessary reset.

Investor Outlook: Restoring Confidence Amid Uncertainty

Institutional shareholders, including major superannuation funds, are now demanding clarity from the board. Their key concerns include the opacity surrounding the directors’ resignations, the company’s approach to governance, and Ellison’s continued influence as a major shareholder.

Transparency and accountability are critical. Without a credible board and an independent chair, it’s difficult to have confidence in MinRes’ strategic direction or capital allocation.

The incoming chair faces a formidable task: rebuilding board stability, restoring governance standards, and repairing trust with shareholders and regulators. Additionally, the chair must lead a strategic reassessment of MinRes’ capital structure, balance debt reduction with growth ambitions, and manage ongoing investigations by the Australian Securities and Investments Commission (ASIC) into Ellison’s conduct.

Despite its troubles, MinRes remains a major player in the mining services and infrastructure sectors, particularly through its crushing and logistics operations. Any leadership capable of credibly addressing governance gaps while stabilising operations could unlock significant long-term value. But for now, uncertainty looms large.

The ethics and governance committee, according to the company, will be “maintained” under the new chair. Whether this committee can regain authority and independence will likely determine the company’s ability to turn the page.