ACCT20080: Analysis of Ethics and Governance at Jupiter Mines Limited

This report provides an analysis of the ethics and governance practices of Jupiter Mines Limited (JMS). It begins with an executive summary highlighting JMS's corporate governance changes, successful year on the Australian Securities Exchange, and strong cash generation from its "Tushipi Borwa Manganese Mines". The report examines JMS's ethical and governance outlook, emphasizing its commitment to social norms, religious practices, and cultural ethics. It explores JMS's corporate governance framework, board composition, and the roles of key personnel. The report then delves into JMS's mission, code of ethics, and code of conduct, as well as its legitimacy within the material industry. It discusses the application of the Stewardship theory to JMS's board orientation and composition, assessing how the company's board focuses on internal growth, capital management, and shareholder interests. The report references the company's annual reports and other secondary sources.

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jupiter Mines Limited
Ethics and Governance
Report
Student Details

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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.

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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

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Introduction and 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 the cash 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 18th April, 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 the JMS
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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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 in non-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 includes legitimate 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).

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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
Designations Role in management team
1 Brian Gilbertson Chairman and Non-Executive Remuneration Committee and

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Director Nomination Committee Member
2 Priyank
Thapliyal
Executive Director and Chief
Executive Officer
Director of Company
3 Paul Murray Independent Non-Executive
Director
Chairman of Audit Committee
and Member of Remuneration
and Nomination Committee
4 Yeongjin Heo
(Recently
Appointed)
Non-Executive Director Audit Committee Member
5 Andrew Bell Independent Non-Executive
Director
Audit Committee, Remuneration
Committee and Nomination
Committee Member
6 Melissa North Finance 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 includes cash 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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Mines Limited , 2019). As per the Code of Conduct and Ethics of JMS, Company has to
follow the legislation, 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 orientations role 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 the JMS 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 theory theories and concepts in below paragraphs,
which are followed by the “Jupiter Mines Limited” for the board orientation.
Analyse of “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 and maintain the successful organization to prosper the

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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, except superannuation. 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

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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, it provides 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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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 own interpreters. These interpreters
should have the appropriate working knowledge (Jupiter Mines Limited , 2010).
Interpretation of JMS communications can be done by applied legitimacy theory in the
organisation. This encourages 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 is legitimated for social interest (Lopes, 2016). Moreover, this social legitimacy in
return provides capital and other essential resources to the company. Therefore, legitimacy

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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 the JMS have 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 JMS Limited has 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