Chris Ellison’s offshore secret
An investigation by AFR Weekend has uncovered how Mineral Resources chief executive Chris Ellison, one of Australia’s richest men, allegedly evaded tax for years.
It was August 2007 and Chris Ellison received bad news in the mail. A year after he floated his iron ore and lithium company, Mineral Resources, the Australian Tax Office wrote to say it wanted to discuss his personal tax returns spanning “a number of years”.
Coincidentally, Ellison was preparing to reshuffle his offshore business holdings. He decided not to tell the Tax Office about the scheme, which allegedly enabled him and four other MinRes executives to earn secret income while avoiding paying millions of dollars in Australian taxes. The scheme also meant MinRes shareholders missed out on millions in profits.
Twelve years later this omission would come back to haunt him. Fearing the scheme was about to catch up with him, he asked his lawyers to cut a deal with the ATO. He offered to share his secrets with the ATO, pay back any tax owing plus a multimillion dollar fine to avoid serious penalties.
The deal he proposed to the ATO contained an important condition: the tax office would never reveal its existence or its investigation to anyone including the Australian Federal Police or the Australian Securities and Investments Commission.
In a document obtained by AFR Weekend, the tax commissioner concluded this year one of the executives involved in the scheme exhibited “behaviour that amounted to evasion for the income years ending 30 June 2004, 30 June 2007, 30 June 2008 and 30 June 2009”.
Ellison has cultivated an image as a straight-talking man of action who has gone where others wouldn’t to build a multi-billion-dollar mining company based in Western Australia.
But an investigation by AFR Weekend demonstrates the scheme raises tough questions for Ellison. It also raises questions about the readiness of the Tax Office – itself under scrutiny over its settlement with beleaguered accounting giant PwC – to cut generous deals with powerful players rather than expose questionable conduct.
In response to questions from AFR Weekend, MinRes chairman James McClements said: “The MinRes Board acts in the best interests of shareholders and has full confidence in the company’s executive team.
“The Board takes seriously allegations regarding corporate governance practices and, where appropriate, investigates allegations with the assistance of external legal advisors.”
Building a fortune
A self-made billionaire, Chris Ellison boasts a brilliant career track that was recognised in 2002 with an investiture as a member of the New Zealand Order of Merit for his services to New Zealand-Australia relations.
Ellison built Mineral Resources out of three startup companies he launched in the 1990s, listed it as a $108 million company in 2006, then grew it to a business valued at $9 billion today thanks to ambitious iron ore and lithium plays.
He grew up in Dunedin in New Zealand’s South Island, leaving school the day he turned 15 and working on a farm, then a cattle station.
As Ellison tells it, when he came to Australia in 1977 aged 19, he and his brother would tell prospective employers they could do anything. Which meant, he explained on a MinRes video: “Well, we can ride pretty good, we can drive anything.”
Getting a crane driver ticket in Darwin set Ellison on his way. He moved to Port Hedland and in 1978, aged 21, started his first company, providing cranes for worksites, just as work on the North West Shelf exploded. “I was making $550,000 a month that I was banking as profit,” he says on the MinRes video.
Ellison sold out in 1982, aged 25, and went on to start a series of other businesses. In July 1992, “I decided I wanted to start another private company, so I started up MinRes,” he said on the 2023 corporate video. “I had $10,600 in the bank … but I had a credit card that had a $50,000 limit on it. I used all of that credit that I had to its absolute maximum. And I learned to appreciate it.”
That credit evolved into three businesses. First in 1993 was PIHA Pty Ltd, with former pipeline mechanic Bob Gavranich. PIHA built pipelines and site infrastructure for mining projects.
In 1995 Ellison founded Crushing Services International, which provided contract crushing for miners. And in 2003 he started the Process Minerals International business, after buying rights to low-grade “reject” manganese ores mined from the Woodie Woodie tenements in north-west Australia.
These three businesses – PIHA, CSI and PMI – would merge to form Mineral Resources for its float in July 2006.
Ellison worked with a tight group of senior executives who had shares in the three businesses. They went on to buy property together in joint holdings, which was then leased by the businesses that became MinRes.
But according to ATO documents, Ellison offered other remuneration to this close-knit group as well. It was offshore, and access was on a need to know basis.
The extraordinary events that followed can only be told because in 2021 and 2022 Ellison’s lawyers provided extensive records to the ATO in their attempt to strike a deal. The Tax Office used these documents to produce a detailed summary of how the offshore remuneration scheme worked.
Going offshore
In the 1990s RSM Bird Cameron in Perth was the auditor for CSI, PMI and PIHA. But it was another member of the global RSM network, RSM Nelson Wheeler, in Hong Kong, that introduced Ellison to the offshore world.
Nelson Wheeler’s corporate secretarial business traded as Asialink Services (HK) Ltd. Asialink set up a series of companies for Ellison and other MinRes executives domiciled In the British Virgin Islands, with nominee directors and shareholders. The British Virgin Islands are a tropical archipelago east of Puerto Rico in the Caribbean, with turquoise waters, palm-fringed beaches and a history of pirates. But the territory is better known for the zero tax rate it applies to companies domiciled there.
The ATO documents lay out an elaborate corporate structure that was constructed in the early 2000s. It enabled Ellison and his senior executives to move money into accounts held by the BVI companies, thereby avoiding paying Australian taxes, and to use credit cards to spend it.
At first, when MinRes was still a private group, the big loser in this secret arrangement was the Australian tax man. But after MinRes floated in July 2006, the BVI profits were not only untaxed, they were paid from shareholder funds without being disclosed to MinRes directors.
ATO documents show the first two British Virgin Island companies, International Mining Supplier Limited (IMSL) and International Equipment Rentals, were operating by 2000.
The ATO documents don’t detail the activities of these two companies, but both had bank accounts in Hong Kong, and both held hundreds of thousands of dollars for Ellison, according to handwritten notes seen by AFR Weekend.
According to an ATO position paper produced this year, on May 27, 2003, Nelson Wheeler set up a third British Virgin Islands company called Far East Equipment Holdings Limited (FEEHL). And it’s this company which became the focus of a years-long ATO investigation.
FEEHL was owned by a nominee company on behalf of a trust set up for the five MinRes executives including Chris Ellison. Ellison took 51 per cent of the FEEHL earnings, while the other four executives held shares ranging from 5 per cent up to 21 per cent.
Just six weeks after FEEHL was set up, Crushing Services International (one of the original three Ellison companies that later formed MinRes) transferred $150,000 to the company on July 2, 2003.
FEEHL immediately sent $139,000 of this to one of the other BVI companies, IMSL, which in turn passed $5000 to the third BVI company, International Equipment Rentals.
IMSL had set up a string of Visa Gold credit cards. One of the cards went to Ellison, and two monthly statements obtained by AFR Weekend show how widely he used it.
His Visa billing statement for October 2003 shows he spent $7900 on shoes, curtains and paying $6866 in school fees at All Saints College Bull Creek, one of Perth’s top schools.
In February 2006 he spent $18,800, pulling the card out at Bunnings, flower shops and restaurants, spending $10,500 with Rosendorff’s Diamonds, and booking a $4800 New Zealand skiing vacation.
None of this could be traced back to Ellison as taxable income.
But the money funnelling into these companies was being used for more than just Ellison’s personal expenses.
Back in 2003, Crushing Services sent FEEHL a further $500,000 in August, then $400,000 more in September.
At the time, Crushing Services (CSI) was regularly buying used mining equipment, sometimes for its own operations, sometimes to resell to other miners.
CSI bought Svedala scalping screens and belt feeders from the closed Mount Todd Gold Mine in the Northern Territory. There was a ball mill and small batching plant from St Barbara Mines, and five gyratory crushers from Mount Leyshon gold mine.
But when the paperwork went through – and without the knowledge of some of those who handled the deal – it turned out it was FEEHL that had bought the machinery, using CSI funds, so it was FEEHL that earned the profit from the resale.
More frequently FEEHL sold the equipment to one of the MinRes companies for as much as five or 10 times the original cost.
The Tax Office has concluded that FEEHL cleared $1.69 million profit in the 2004 financial year. But this does not seem to include almost $1 million which the ATO says was transferred to International Mining Supplier, which funded Ellison’s Visa Gold credit card, and $1.5 million which was transferred to an Australian trustee company that Ellison controlled, World Wide Infrastructure.
FEEHL’s activities slowed down in the two years leading up to the August 2006 float, when the newly merged MinRes group faced heightened governance and accounting scrutiny. The Tax Office concluded that FEEHL actually lost $1.3 million in fiscal 2005 and another $190,000 the next year.
But according to the ATO documents, soon after MinRes floated on July 28, 2006, FEEHL returned to making money for Ellison and his close-knit group of executives, at the expense of MinRes, the new public company.
The ATO position paper states that on August 30, 2006, just a month after the float, MinRes subsidiary Crushing Services paid $1.895 million to FEEHL, marked as “first payment for purchase of plant and equipment Ref 4704”.
Any such transfer involved the publicly listed company’s money. The ATO says it was an undeclared related-party transaction, a secret transfer arrangement that delivered huge untaxed profits to Ellison and the four execs, at the expense of MinRes shareholders.
MinRes was using the inflated prices it paid to FEEHL for machinery to claim depreciation at elevated levels. This was also at the expense of taxpayers.
FEEHL earned $1.8 million profit in the MinRes group’s first year as a public company, the ATO says. Six weeks later, in August 2007, the Tax Office knocked on Ellison’s door.
The auditors knew nothing of Ellison’s offshore activities. They were more concerned with apparent discrepancies in the multiple trusts and holding companies which held Ellison’s assets in Australia.
Ellison had other problems. The offshore accounts were now run by Singapore-based Boardroom Corporate Services, which bought Nelson Wheeler’s corporate secretarial arm Asialink Holdings (HK) in 2005.
On October 11, 2007, a MinRes executive instructed Boardroom “to close all the credit card accounts” in International Mining Supplier Ltd (the other BVI company, International Equipment Rentals Ltd, would be deregistered in May 2008).
That same day email correspondence shows Ellison asked Boardroom to set up a new sub-account for him at Standard Chartered Bank: “From time to time I will provide you with fund transfer instructions together with the relevant supporting documents.”
Ellison’s new sub-account would be held in the Asialink Holdings account at Standard Chartered.
Ellison added a Letter of Wishes, which instructed Boardroom that in the event of his death the funds should be transferred to his then-wife, Debbie Ellison, and if she pre-deceased him, to his children.
Within a week similar sub-accounts had been set up by Asialink Holdings’ account for each of the other executives as well, with new credit cards. In December 2007, $2 million was transferred into these sub-accounts from FEEHL, of which $1.09 million went to Ellison’s sub-account, the ATO says.
But the Tax Office wasn’t going away. In early January 2008 they requested a meeting with Ellison. He agreed to meet them on Friday, January 18, in the Perth offices of accountancy firm RSM Bird Cameron.
Bird Cameron was in an awkward position: it was the auditor for Mineral Resources, while it was providing personal tax services to the CEO, Ellison.
The tax officers had a long list of queries for Ellison: trust records showing the wrong trustees, asset revaluations, loans to associates, and discrepancies in the reporting of transactions.
Business as usual
None of this attention from the tax man appeared to affect Ellison’s activities offshore.
Just three days after the meeting with the ATO, a statement of receipts for FEEHL dated January 21, 2008, showed: “’Funds received from Mineral Resources Limited for final payment for purchase of plant and equipment (ref. 4704) in the amount of $1,895,303.71.”
Almost all of it went straight to Ellison and the four executives. On January 30, 2008, Ellison instructed Boardroom to distribute $1.88 million in the FEEHL account to the five men. Ellison’s share was $958,800. The money was in their Standard Chartered accounts in Hong Kong by the next day.
There were further cash transfers to the five men, according to the ATO.
In August 2008, with new anti-money-laundering laws coming in, Boardroom notified the MinRes executives that they were no longer willing to house the five sub-accounts.
“Under advice from Boardroom Corporate Services the individual accounts had to be closed,” one of the executives advised the others in a handwritten note seen by AFR Weekend. “All the monies have been transferred back to FEEHL. Individual accounts have now been set up within FEEHL (see attached for details of your account).
“Authority is given that any individual can operate on his own individual account without the approval or reference to anyone (see attached – I leave it to you should you wish to set up a password).”
FEEHL closed its own account at Standard Chartered and opened a new one. Boardroom would administer “child accounts” for each of the new five executives within the new account. And everything was back to normal.
Meanwhile, the ATO completed its audit of Ellison’s personal tax affairs, finding he owed a modest amount of money – some say it was as low as $20,000. He told colleagues he counted this as a victory.
The ATO position paper does not detail any records for FEEHL after 2009. The company was deregistered in 2014.
But according to the ATO’s calculations, based on documents provided by Ellison, in MinRes’s first three years as a public company it made regular payments to FEEHL from which the British Virgin Islands company earned $6.6 million in profits. These profits were split between the five executives. Ellison’s share was $3.38 million.
This does not include multiple transfers from FEEHL to International Mining Suppliers, and to World Wide Infrastructure in Australia.
The Tax Office documents refer to a total of $13 million in undeclared income associated with the British Virgin Islands scheme, which appears to include MinRes’s claims for depreciation on the inflated purchase prices.
Staying ahead of the game
None of this might have come to light, but in December 2019 Mineral Resources executives began to worry that details of the British Virgin Islands companies might be exposed.
Ellison turned to well-known Sydney tax lawyer Christopher Batten.
Correspondence shows that on December 16, 2019, Batten met with a director of integrated compliance at the ATO and two other tax officers to discuss a voluntary disclosure by five taxpayers OF undisclosed offshore income. Under Australian law, voluntary disclosures of undeclared income qualify for an 80 per cent reduction in any penalties that apply.
A month later Batten nudged the tax officer: “I hereby request a letter outlining the Commissioner’s agreement not to refer a disclosure that my clients intend to make to law enforcement agencies as well as other Federal Government agencies,” he wrote on January 14, 2020.
“The agencies are to include but not limited to the Australian Securities and Investment Commission, the Australian Federal Police and the office of the Director of Public Prosecutions.”
On February 4 the ATO wrote back to Batten: “The Commissioner will agree not to refer the disclosure to other Government agencies subject to the following conditions …”
These included the absence of any current criminal investigation, and that the five executives would disclose “approximately $10 million in income from Hong Kong previously not disclosed by five individuals resulting from transfer pricing concerning mining equipment; the excess depreciation claims of companies in relation to the mining equipment acquired from Hong Kong; [and] a finding of evasion resulting in amended notices of assessment for the years 2005-200? [sic]”
There was a lot at stake. ATO documents suggest that without the disclosure discount, a 75 per cent penalty could be applied to the unpaid tax.
Based on initial estimates that the undeclared income totalled $7.5 million, the nightmare scenario was that Ellison and the other executives could have faced a tax bill of up to $17 million. This would include tax and penalties, but the biggest cost would be the interest accrued over a decade.
If the deal was agreed, however, the base penalty would be 80 per cent lower. This saving, which would also lead to lower interest costs, would cut up to $5.8 million from the total tax bill owed.
But as the ATO gathered more documents, estimates of the undeclared income jumped from $7.5 million to $10 million, then to $13 million, which would have produced even higher tax, penalty and interest payments.
On February 24, 2020, Batten was asking again: “Are we any closer? I have some anxious taxpayers.”
It wasn’t until May 2021 that Ellison’s lawyers delivered the first tranche of documents to the Tax Office, the clearest signal that a deal with the ATO had been struck. More documents followed in September, then January 2022.
AFR Weekend has been unable to independently confirm if the deal was actually agreed. Neither the ATO nor Ellison would comment.
The documents provided by Ellison are the basis for a 98-page summary paper prepared by the Tax Office this year, which provides granular detail of the FEEHL transactions, and highlights Ellison’s role in orchestrating the scheme. His name appears 53 times in the document.
The explosion in the MinRes share price since 2006 has created share market windfalls worth tens and for some hundreds of millions of dollars for the five executives.
In comparison, the proceeds from the British Virgin Islands scheme are small beer. It begs the question why men who were wealthy even back then would engage in something so risky.
For Chris Ellison, public scrutiny is part of running a listed company. Last month he shrugged off concerns raised by governance group Ownership Matters over an estimated $10 million earned by his daughter’s shipping agency, which MinRes requests shipowners use when carrying its ores.
“We’re a public company, we’re open to scrutiny . . . and I need to be held to account, there’s no doubt about that,” he told The West Australian.
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WA’s biggest superblock is being broken up, with Chris and Tia Ellison listing a home on Saunders St that sits along their $64 million enclave.
In 2014, Ms Ellison paid $5 million for the Spanish-style, six-bedroom, four-bathroom hacienda on 826sqm of prime Mosman Park land.
They also bought another adjacent property, for $6.625 million in 2014.
The three properties together gave them 9159sqm across three lots on one of WA’s best streets, dubbed multi-millionaires row. It is believed to be Perth’s biggest landholding of adjacent residential lots owned by a single entity.
There has been no word on why they are selling, but it is fair to assume it is simply surplus to requirements.
The price of lithium has not been too kind to the Ellisons lately.
Mr Ellison, the founder of Mineral Resources, may have felt the pinch from the company’s decision to scrap its dividend for the first time in 11 years.
But with his current $1.2 billion in stock, that clearly has not forced the listing.
The couple never lived in the home that is for sale, which locals call 90210 House. (Those old enough to remember the Beverley Hills 90210 series will see the similarities with the Walsh home.)
Sales agent Jody Fewster said she had been inundated with calls already and expected the next owner will put their own stamp on it with a makeover…
PS: 20 years later … 2005 - Different Ellison - Officials crack $300m tax evasion scheme
The Australian Crime Commission has uncovered a major tax avoidance scheme "at the big end of town" that has deprived the Commonwealth of $300 million in revenue.
Justice Minister Chris Ellison says the scheme involved offshore tax evasion but he will not say which countries were involved.