MNS (ASX) Board Structure

Originally posted by jdpc35: ↑

I have started this thread as I feel the current structure of the Board is something that should be debated at this juncture.

At the moment we have a 6 person Board of Directors comprising three independent directors (Mona, Claire & Giles) and then Hoshi as MD, Peter as an Exec Director and Frank as the Exec Chairman. I believe that much of the execution and communication issues stems from this structure which leads (in my experience) to a board lack of critical oversight of management.

In putting my views forward, I come at this from my personal experiences of 15 years in a variety of company director and chairman roles across large corporates (significantly larger than MNS), start-ups and emerging / rapid growth entities.

Firstly, credit where credit is due - I think that the strategy of developing an integrated graphite / AAM / battery manufacturer with a stake in proprietary battery technology company is well conceived and they are in the right jurisdiction at the right time. They also overcome the odds in the initial execution phase to get iM3NY built and brought Tesla to the table to make the AAM project look promising. But generally, over the past 18 months, the execution wheels have seemingly fallen off and coupled with poor market communications, MNS have been consistently overpromising and underdelivering in a substantial way.

Yesterday's revelation regarding the US DOE loan application for iM3NY being not even yet at DD stage (and could take 6 months for DD completion even when they do start) is quite different to the sense of "imminent positive announcement" which had been portrayed in relation to this DOE application, and a prime example of what I am talking about.

At the moment, execution is (and has been for some time) very poor and unless the company can demonstrate some execution wins (primarily financing related) in the near term, its future will quickly become bleak. The recent capital raises kicked the can down the road a little, but they need to pull a "show me the money" funding / JV for at least one of their projects in the very near term in order to regain momentum and market confidence. Further fluffy announcements of pending Tier 1 offtakes, approvals, etc will not cut through this malaise.

I strongly believe that it is time the Board remove Frank as Chair (he would move to some form of Exec Director position - you can play around with the titles) and appoint one of the independents as Chair of the company plus appoint a further independent director such that we have a board of 7 with majority (4) of those as independents. This is both good governance structure, but more importantly, allows the board (led by the independent chair) to hold management accountable. At the moment, I sense that management have the whip hand over their independent board colleagues and there is not enough rigor / questioning by the board. However, that would come with an independent chair leading oversight and critical questioning of management and holding them to account on areas of risk management, transactional execution, etc.

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agree there is a need for independent oversight - this suggestion does address some of the questions over management / director departures etc.

the tricky part with MNS is that FP is exec chair and a major shareholder …this is never a good combination ALL the time - there maybe instances where it benefits but not for the long term