Dilemma of the day.....and just bear with me, it's a long post...
Could this be considered--
A conflict of interest?
A conflict of duty?
My belief is that it could be both......and I am keen to see what others think.
This is a convoluted mess.
James Brown CEO Morella
vs
James Brown CEO Sayona.
And throw a double dose of Buckler in as well....
And this is in regard to the yet to be finalised JV Agreement for Mallina....which most of you know is one of our WA assets.
JULY 2023
So the JV agreement, between Sayona and Morella is yet to be finalised.
I have reviewed all the announcements beyond the 6th of July, when this was released, and I cannot find any reference to this Agreement between Sayona and Morella being completed.....nor any mention in the Quarterly or the Annual reports.
At the time, I remember many felt this deal was the gifting of Sayona's WA assets, via an earn In to Morella...to some extent anyway.
But it certainly starts to make sense, when you factor in what we may now know about Buckler and Brown, and their close ties.
The connection, the history and this strong bond that they seem to share.
What seems is a distinct lack of independence and impartiality between these individuals ,may indeed extend between Morella and Sayona.
And once again, this appears NOT BE in the best interests of Sayona and its shareholders.
Just as the offtake with our other JV partner, PLL, does not seem in the best interests of Sayona and its share holders.
At least that has a caveat....carbonate by 2026, to nullify the offtake....one which we MUST stick to.
Except in this instance, MORELLA, is the majority stake holder with 51%., with Sayona the minor with 49%.
DECEMBER 2022
If we head back to December 2022, when the earn in completion was first announced, they used similar terminology.
Now, nearly a year on, the JV terms are yet to be finalised.
BL is gone, so who will negotiate this JV......and what will James do?
The Sayona team??...he is the Sayona team...
Negotiate with himself???.......and in my view, he arguably favours Morella, who are also the majority stakeholder.
Negotiate with Buckler.???...he is on both boards as well....
And we all know that Morella is the bastard child of Altura.
Born from the failings of an outmanoeuvred, outgunned and outwitted board.....Brown and Buckler...yet again.
So how will the final terms of this JV be negotiated?
Between Brown and Brown, or Brown and Buckler.....or Buckler and Buckler????
With the close ties and history???
With Big Jim's perceived favouring of Morella???
Is this not a MASSIVE conflict of interest??? A conflict of duty???
Defined by the Victorian government as-
(link....https://www.boards.vic.gov.au/conflicts-interest-and-duty-board-director)
Conflict of interest?
A conflict of interest is a conflict with your duty as a board director and your private interests.
This conflict exists if your private interests influence, or are seen to influence, your decisions or actions as a board director.
The plot thickens when you understand Brown private interest in Morella is 145,000,000 shares, worth $870,000 as oppossed to
10,757,094 in Sayona, worth $849,000.
And Buckler...wow... 785,000,000 shares in Morella...
As well as directorships which are seeking more shares in their 2023 EIP share package and AGM remuneration resolution 1.
AND
AND
Gee...$1.37 million in EIP and performance rights from Morella to James Brown...wow, that's a lot of shares....huh...
So, there's an arguable point here, where his private interests or personal wealth, is directly linked to his ever increasing share count and The Morella SP....a lot more than it is linked to Sayona.
And by extension, it may have a bearing on the way this JV is negotiated and finalised.
OR IS IT....
Once again,Defined by the Victorian government as-
link- https://www.boards.vic.gov.au/conflicts-interest-and-duty-board-director
A conflict of duty?
Conflict of duty
A conflict of duty is a conflict between your duty as a board director and your duty to another public or private organisation.
This conflict exists if you have 2 or more roles that have competing priorities.
A conflict between your duty as a board director, and your duty to another public or private organisation.This conflict exists if you have 2 or more roles that have competing priorities.
Brown, CEO of BOTH companies and this JV negotiation clearly presents a conflict of duty to Sayona......and to Morella.
To me that seems quite black and white.
How do you negotiate a JV, between Sayona and Morella, when you are the CEO of both???
And as for Buckler, well he is rumoured to be the puppet master of it all...so it will probably be on his terms anyway.
Personally, this seems so incestuous, it's as disgusting, as it is shameful.
Very UNAustralian indeed.
I wonder what ASIC would think of all this???
Red flag, after red flag, after red flag.....
And again I ask you, will this be in the best interests of Sayona and its shareholders?
A dual CEO negotiating a JV between the 2 companies he is CEO of?
Where will that leave poor old Sayona in negotiating the Mallina JV?
My gut tells me, without some new and capable faces on our board....screwed again....
(20min delay)