Corporate Governance and Ethics at Jupiter Mines Limited
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This report discusses the corporate governance and ethics practices at Jupiter Mines Limited, including its board composition, orientation, and adherence to ethical principles. It highlights how the company maintains its social legitimacy by aligning its actions and communication with societal norms and expectations.
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MANAGEMENT1 Executive Summary This report content is taken from various secondary sources, journals and websites. This company’s Corporate Governance had been changed from the preceding years. Jupiter Mines had celebrated one successful year on the “Australian Securities Exchange “and had acquired its position in the ASX Index. Moreover, in the recent announcements of the company states that “Tushipi Borwa Manganese Mines” had strong cash generations in past few years. In the preceding years, the company had tremendous growth because of the ethics and governance states by the company. This is because of the different ethical and governance outlook as compared to the other companies. It had been observed that objective of JMS is following all ethical grounds and the performance of the employees as well as direction of management is considered following social norms, religious practices and are influenced by cultural ethics.The JMS corporate governance and ethics encourages the better communication, which helps in the process of decision-making. As the companies have effective corporate governance, so this company had been included in one of the most of the companies of mines in Australia. Due to the previous growth of this company, the Stakeholders attracts towards this company, as the Board Orientations of this company is also presentable and effective. Hence, the corporate governance and ethics is acceptable by the Stakeholders. Jupiter mines limited corporate governance & ethics objectives and aims is to consistently understanding and develop approach to maintain standards of conduct and behavior of the Directors, consultants, employees, and officers in carrying out their roles.
MANAGEMENT2 Contents Introduction................................................................................................................................3 Jupiter Mines Limited (JMS)..................................................................................................3 Summary of corporate governance at JMS................................................................................5 Board Composition.................................................................................................................5 CEO and Chairperson Report of JMS....................................................................................6 Board orientation........................................................................................................................7 Interpretation of company communication using legitimacy theory.......................................10 Conclusion................................................................................................................................11 Bibliography.............................................................................................................................12
MANAGEMENT3 Introductionand Summarization “Jupiter mines limited” is the registered public company in Australia. It is listed on the “Australian Securities Exchange” with the code name JMS(ASX, 2019).This company is situated in the superb geology, but in the preceding years, it had struggled a lot to survive in the material industry. One of the struggles that the company is still facing is dealing with the power transition. In addition, initially, it also faces political issues while establishing its subsidiary in South Africa(Jupiter Mines Limited , 2019). Recent ethical history of the company shows that thecash flow from Jupiter Mines half- yearly dividends turned into other opportunities as the Red Rock resources had been recycled in South Africa. It had been the great relief for the company as this cash flow provides safeguards against dilution. In addition, the preceding financial year ended on 28 February 2018, in which the company culminate among the biggest mining IPO on the “Australian Securities Exchange”. In addition, on 18thApril, the trading of JMS shares valuing at some “A$720 million”(Jupiter Mines Limited , 2018). Jupiter Mines Limited (JMS) JMS has the main asset beneficial interest of 49.9% in “Tshipi e Ntle” which is an independently operated manganese mining company. This industry projects are Tshipi manganese mining, which is South Africa and has two iron projects in the region of Australia (Jupiter Mines Limited, 2019). The mission of theJMS The mission of the company is to participate proactively in enhancing the mining assets with the help of diligent applications of technical and commercial experts for the stakeholder's
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MANAGEMENT4 benefit.The main products of this company are iron and manganese. It also deals with the products made by the alloy of iron and manganese. The mining sector is the sectors having large MNCs, which works for their sustainability in the productions from mining operations. This industry deals in the manganese ore, which is the critical input for the global steel manufacturing industry as every tonne of steel required 10-12 kg of manganese ore approximately. The manganese is also used while manufacturing of aluminium alloys or innon-metallurgical products. Code of Ethics and Code of Conduct of JMS The JMS ethical history strongly follows the ethics and code of conduct governs the commercial operations of the Jupiter mines limited. The conduct of the stakeholders of the company such as director, employee, consultant, contractor and the other peoples are also governed by the ethical principles of the company(Jupiter Mines Limited , 2010). Legitimate in Material Industry Jupiter mines limited subsidiaries and the associated entities have to follow all the applicable laws as per the code of the company. In addition, it is must for them to conduct the operations of the company by following the legal moral and ethical standards of the company. The legal and constitutional framework of this industry includeslegitimate duties such as following the ethics and code of conduct of the material industry led down by the government. The company also have to follow some activities such as “Planning and Development Act 2007”, “Mineral Resources development Act 1995” and Offshore Mineral Act 2000 and Mining Act 1971”(ICGL.com, 2019).
MANAGEMENT5 Summary of corporate governance at JMS Jupiter Mines Limited governance has an effective system of practices, processes and rules through which the organisation is directed and controlled. It includes the balancing of the company’s stakeholder interests. It provides the framework to the company for attaining the objectives(Ethical Statement , 2019). In “Jupiter Mines limited” considered the framework of corporate governance as per specified in Principles mentioned by ASX Corporate Governance Council. The following points help to understand the corporate governance at JMS(Jupiter Mines Limited , 2019). Board Composition The JMS Board Composition is made of the chairperson and the directors of the company with many parts according to the experience skills and qualification of the Chairperson and the directors of the company. The Chairperson of the company is the Non-Independent director of the company.The Board Composition of JMS is consisting of six directors out of which two members are the part of management team of the company. Among all of them, two of the directors are the independent one(Jupiter Mines Limited, 2019). Chairperson’s Report of JMS The Jupiter Mines Board has six Directors included the chairperson of the company. The majority of the Board of directors are Non-independent directors in this company and one Chairperson and CEO of the company(Jupiter Mines Limited , 2019).They are as follow Sno.Board of Directors DesignationsRole in management team 1Brian GilbertsonChairman and Non-ExecutiveRemuneration Committee and
MANAGEMENT6 DirectorNomination Committee Member 2Priyank Thapliyal Executive Director and Chief Executive Officer Director of Company 3Paul MurrayIndependent Non-Executive Director Chairman of Audit Committee and Member of Remuneration and Nomination Committee 4Yeongjin Heo (Recently Appointed) Non-Executive DirectorAudit Committee Member 5Andrew BellIndependent Non-Executive Director Audit Committee, Remuneration Committee and Nomination Committee Member 6Melissa NorthFinance Director and Company Secretary Director of the Company Source:The Board of Directors of “Jupiter Mines Limited”(Jupiter Mines Limited , 2019) The Jupiter Mines Limited composition of the board is the most appropriate one as per the requirement of the company, which specifies the current operations of the company. Remuneration Report Jupiter Mines Limited Directors presents this report for all the Executive and Non – Executive directors. In addition, the reports present the remuneration pattern for Key Management Personnel also. It is prepared according to the “Corporations Act 2001” and “Corporations Regulations 2001”. The Salary structure of the company for the Executive and Non-executive directors includescash in Salary, cash Bonus, other short-term benefits and share-based payments. This report is made for the organizational people and the readers for the common interest of getting the clear communication of Remuneration practices(Jupiter
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MANAGEMENT7 Mines Limited , 2019).As per the Code of Conduct and Ethics of JMS, Company has to follow thelegislation, which states that the company has to specify the remuneration policies and values in the Annual Report. Board orientation The Jupiter Mines Limited’s board orientation is the process that helps the new directors, states the contribution in the tenure and states their role to corporate governance to the board (Jupiter Mines Limited , 2019). The board orientationsrole is to provide important information about the organisation. In addition, it specifies the rule and responsibility of the Board of directors of JMS(Bloch & Shapiro , 2010, pp. 12-14). In addition, it also serves to build an effective relationship among theJMS Board members, which provides support and promotes the agreement about their work. The corporate governance committee is responsible for the Board Orientations. The Board Orientation program provides detail information about the company(Çule & Fulton , 2013). There is an explanation of Stewardship theorytheories and concepts in below paragraphs, which are followed by the “Jupiter MinesLimited”for the board orientation. Analyseof “Stewardship theory” In “Stewardship theory”, the directors of the company motivated by the non-economic activities such as doing a good job and being a corporation’s resources good steward (Schillemans & Bjurstrøm, 2019, pp. 2-10). “Jupiter Mines Limited” governance goal is to protect the shareholders and owners interest and the Executive directors of the company had done this to secure their interest. The objective of this company is to sustain andmaintain the successful organization to prosper the
MANAGEMENT8 shareholders of the company.Hence, Stewardship theory is applicable in this firm. According to this theory, the independent directors are not needed in the organisation as the executive directors and managers already motivated to do their actions, which are in favour of the organisation(Johansson, 2010). Hence, there is a requirement to empower them instead of monitoring their work. This theory helps in identifying, responding and understanding its stakeholder's groups. The stakeholder's group includes customers, creditors, communities and employees, where the corporation must attend all the needs of stakeholders in this theory. Jupiter Mines Limited”constructs the skilled report that shows that the board has the skills, experience and knowledge. This helps in providing the corporation in an effective direction, which opens the door for the searching resources for the corporation. This company Board follows the principle of good corporate governance, where the directors received the remuneration related to the performance. In addition, they receive the other benefits of retirement or termination, exceptsuperannuation. The Board focus is to provide a shareholder with the profits, dividend and growth. Remuneration provided to the Directors and the Executives, mentioned in the remuneration report is in detail and this report is the part of the director’s report. The key communications of this company specify the Remuneration Report, Company Income Statement and Balance Sheet. To understand how this theory is applicable in the organisation, here is the details explanation of JMS board composition, its focus and key communication. Board Composition of JMS This theory is suitable for board composition of JMS as major directors are non-independent here. They have the knowledge that how to run the company. In addition, they know how to have growth in the company’s assets. The Stewardship theory helps in maintaining the relationships between the Board and JMS Shareholders, which promotes and sustains the
MANAGEMENT9 trust of shareholders on the company and helps in building up the greater efficiency. In addition, the application of this theory concept provides benefits to those people also who are connected with the Jupiter Mines Limited. Board focus of JMS The board focus in this theory is to have internal growth in strategy and there is an establishment of proper capital management. It helps the company to develop the innovative strategies, which is in the favour of Shareholder’s interest. In addition, itprovides a shareholder with the profits, dividend and growth. Remuneration provided to the Directors and the Executives, mentioned in the remuneration report is in detail and this report is the part of the director’s report. The focus of the board in this theory based on the concept of self-serving, which means they are themselves responsible for their activities in the organisation for the further growth of the company. Key Communication of JMS At the part of key communication, organisation Chairperson’s report has been released in which the Balance Sheet and Cash Flow statement is represented. In JMS, mostly directors are non-independent directors. The key communication of the company helps in maintaining the coordination among the different groups in the organisation. It also gives competitive advantages to the company. Hence, this theory is applicable in “Jupiter Mines Limited”. The above discussion helps in the growth of strategies and capital management in the company. Hence, “Stewardship theory” is applicable in Jupiter Mines Limited’s corporate governance. In addition, this theory can be used in the Board Orientation effectively.
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MANAGEMENT10 Interpretation of company communication using legitimacy theory Legitimacy theory is the mechanism, which helps the company in implementing and developing environmental disclosure and volunteering the social aspects. In addition, it also helps in securing assets of the company. This is done to fulfil the social contracts of the company. This ensures that the company must operate within the norms and bounds of the respective community and society. This theory helps the organisation to follow the rules and laws perceived by society(Fernando & Lawrence, 2014, pp. 149-178).This theory is based on the idea of the social contract, which establishes the link between the business and society. Communication in the corporate world plays an important role in the organisation. It maintains the systematic structure of the organisation. It helps in increasing sales, retaining the clients, implementation of strategies and corporate branding. The JMS design the communication process to reveal the meaning and relationships of the social culture and natural heritage is the interpretation of communication in this company. (Tropp, 2012, pp. 113-132). It involves the objects, artefacts, sites and landscape of the business. Interpretation of JMS communication means the combination of communication principles of this company. Every organisation has its owninterpreters. These interpreters should have the appropriate working knowledge(Jupiter Mines Limited , 2010). Interpretation ofJMScommunications can be done by applied legitimacy theory in the organisation. Thisencourages the company for constructive, candid and open communications, which shows they are easily accessible. The company always try to treat the employees and society with fairness and equality. In addition, their communication helps them in maintaining the trustful relationships with society and this is only possible if the company islegitimated for social interest(Lopes, 2016). Moreover, this social legitimacy in return provides capital and other essential resources to the company. Therefore, legitimacy
MANAGEMENT11 theory helps in maintaining the communication between the board, external and internal individuals(Price, 2018). In addition, this theory states that the company should design a communication policy to support communication with the shareholders and the stakeholders of the company. Conclusion From the above discussion, it can be concluded that theJMShave effective corporate governance, which has been explained in the above paragraphs with the help of various theories and concepts in the organisation.The theory can be applied to the board and is the most favourable one is “Stewardship theory”.In addition, there is a number of policies of corporate governance, which adopted by the company. In the above paragraphs, there are the introduction and summary of the company, which explains the company corporate governance. Moreover, there is a detail explanation of the board orientation with the help of various theories. In this report, there is a discussion in the above paragraphs, which shows the remunerations committee of JMSLimitedhas a responsibility to make recommendations to the Board of the company. In addition, the company communication interpretation by applying the legitimacy theory, also explained in the above paragraphs, which helps in understanding the importance of it in the company. Bibliography ASX. (2019, May 30).JMS.Retrieved from ASX: https://www.asx.com.au/asx/share-price- research/company/JMS Bloch , E., & Shapiro , D. (2010, July 13). How to Plan a Board Orientation that Works. Hospital Topics, 61(6), 12-14. doi:10.1080/00185868.1983.9948326
MANAGEMENT12 Çule, M., & Fulton , M. E. (2013).Corporate governance and subjective well-being, Applied Economics Letters,, 20(4), 364-367. doi:10.1080/13504851.2012.705424 Ethical Statement . (2019, May 28).Corporate governance?Retrieved from Ethical Statement : https://www.ethicalsystems.org/content/corporate-governance Fernando, S., & Lawrence, S. (2014). A theoretical framework for CSR practices: integrating legitimacy theory, stakeholder theory and institutional theory.Journal of Theoretical Accounting Research, 10(1), 149-178. Retrieved May 7, 2019 ICGL.com. (2019, May 30).Australia: Mining Law Act 2019. Retrieved from ICGL.com: https://iclg.com/practice-areas/mining-laws-and-regulations/australia Johansson, R. G. (2010). Management for sustainability .Total Quality Management & Business Excellence, 21(7), 737-744. doi:10.1080/14783363.2010.483095 Jupiter Mines Limited . (2019, May 30).Annual Reports .Retrieved from Jupiter Mines Limited : https://www.jupitermines.com/investor-relations/reports/annual-reports Jupiter Mines Limited . (2010, 3 27).Code of Conduct and Ethics.Retrieved from Jupiter Mines Limited: https://www.jupitermines.com/cproot/27/3/10- code_of_conduct_ethics.pdf Jupiter Mines Limited . (2018, February 28).2018 Annual Report .Retrieved from Jupiter Mines Limited : file:///C:/Users/SystemJP/AppData/Local/Temp/Temp2_myZip_1001818.zip/ 3426728_466164764_ANNUALREPORTOFJMS.pdf Jupiter Mines Limited . (2019, May 30).Annual Report 2019.Retrieved from Jupiter Mines Limited : https://www.jupitermines.com/cproot/904/3/20190529%20Jupiter %20Mines%202019%20Annual%20Report.pdf
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MANAGEMENT13 Jupiter Mines Limited . (2019, May 30).Corporate Governace .Retrieved from Jupiter Mines Limited : https://www.jupitermines.com/about-us/corporate-governance Jupiter Mines Limited . (2019, May 30).Corporate Governance Statement.Retrieved from Jupiter Mines Limited : https://www.jupitermines.com/cproot/767/3/20190528%20Corporate%20Governance %20Statement%20-%20Jupiter.pdf Jupiter Mines Limited . (2019, May 30).Prospectus 2018.Retrieved from Jupiter Mines Limited : https://www.jupitermines.com/cproot/778/3/20180404%20Jupiter %20Mines%20Limited%20Replacement%20Prospectus%20and%20Application %20Form.pdf Jupiter Mines Limited. (2019).About us. Retrieved May 29, 2019, from https://www.jupitermines.com/about-us Jupiter Mines Limited. (2019, May 31).Board of Directors. Retrieved from Jupiter Mines Limited: https://www.jupitermines.com/about-us/board-of-directors Lopes, H. (2016). social interactions at work.Review of Social Economy, 74(4), 349-368. doi:10.1080/00346764.2016.1171381 Price, N. J. (2018, October 11).The Role of the Board of Directors in Corporate Governance. Retrieved from Diligent insights: https://insights.diligent.com/corporate-governance/the-role-of-the-board-of-directors- in-corporate-governance/ Schillemans, T., & Bjurstrøm, K. H. (2019, Feb 8). Trust and Verification: Balancing Agency and Stewardship Theory in the Governance of Agencies.International Public Management Journal, 1(1), 2-10. doi:10.1080/10967494.2018.1553807
MANAGEMENT14 Tropp, T. R. (2012). Integrated marketing communications: How can we measure its effectiveness? .Journal of Marketing Communications, 18(2), 113-132. doi: 10.1080/13527266.2010.489334