A BOARD coup is underway at Sydney-listed Jupiter Mines after shareholders resoundingly voted down the company’s remuneration report and refused to re-elect two directors.
Jupiter Mines owns 49% of Tshipi Borwa, a manganese and iron ore mine located in South Africa’s Northern Cape. It produced 3.4 million tons (Mt) of manganese ore last year against a 3.1Mt budget and is currently working through a feasibility study to take production to 4.5Mt annually.
A presentation of Jupiter Mines’ annual general meeting (AGM) published on the firm’s website showed that on July 30 a majority 95.64% of shareholders rejected the adoption of the remuneration report.
In addition, Jupiter non-executive directors Paul Murray and Andrew Bell were voted off the board after shareholders said they were against their re-election. Murray was the chairman of the remuneration and nomination committee.
The position of other directors, including Jupiter’s chairman, Brian Gilbertson remains unclear after nearly 87% of shareholders voted for a ‘spill resolution’. A spill resolution is a consequence of the remuneration report having been rejected and enables shareholders to hold another meeting within 90 days. At that second meeting, current board members, excluding the CEO, “will cease to hold office”, according to Jupiter’s AGM documentation.
Jupiter Mines CEO is Priyank Thapliyal who has been criticised for failing to grow Jupiter Mines, preferring instead to harvest his 1% of dividend flow, said a market source who spoke to Miningmx on condition of anonymity.
Dissenting shareholders wanted Thapliyal to undertake merger and acquisition activity and seek to buy more shares in Tshipi, the source stated. Thapliyal owns 3.33% of Jupiter Mines while Gilbertson is a 1.27% shareholder.
The largest shareholders in Jupiter Mines are AMCI, a natural resources investment and trading company, which has a 7.44% stake, and Ntsimbintle Holdings, the South African firm that recently increased its stake in Jupiter Mines to 19.9%. Ntsimbintle Holdings now has an effective interest in the underlying Tshipi mine of 47%.
Shareholders voted in favour of the election of Peter North and William Winter to the board. North, an ex-banker, helped establish Safika Holdings which is a shareholder in Ntsimbintle Holdings. Safika Holdings is owned by Saki Macozoma, a former Robben Islander imprisoned with former South African president, the late Nelson Mandela.
According to the remuneration report, Thapliyal was to receive total pay of $1.38m including cash and salary fees of $751,166 in 2021 compared to total pay of $1.73m in 2020 and cash and salary fees of $766,744.
Shareholders have rejected the remuneration report for the last four years, an outcome that the board doesn’t necessarily have to act on. At the AGM, Gilbertson is reported to have said he had engaged with shareholders on the matter of remuneration.