[i] Directors
WB Willis Chairman
BG Johnson Deputy Chairman
L Tonkin Managing Director (appointed 25 October 2005) AD Rule Finance Director (appointed 1 July 2005) CL Readhead Non-Executive Director
IA Macliver Non-Executive Director
G Liu Non-Executive Director (appointed 12 August 2005, retired 22 February 2006)
[ii] Executives
SP Coates Exploration Manager
DP Garcia Commercial Director (Asia Iron Holdings Limited) PJ Jones Project Manager
KJ Malaxos Chief Executive Officer (Mount Gibson Mining Limited) [b] Compensation of Specified Key Management Personnel
[i] Compensation Policy
The compensation policy of the Company and its Controlled Entities has been put in place to ensure that:
compensation policies and systems support the Company’s wider objectives and strategies;
key management personnel remuneration is aligned to the long-term interests of Shareholders within an appropriate control framework; and
there is a clear relationship between the key management personnel performance and remuneration.
The Board of Directors is responsible for determining and reviewing compensation arrangements for the Directors and Executive Officers. The Board assesses the appropriateness of the nature and amount of emoluments of all officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and Executive team. To assist in achieving these objectives, the nature and amount of Executive Directors’
and Officers’ emoluments are linked to the Company’s financial and operational performance. The maximum total compensation payable to Non-Executive Directors is $300,000 and was approved by Shareholders on 18 November 2005. All Directors and employees have the opportunity to qualify for participation in the Employee Share Scheme.
(A) Remuneration Committee
Notes to the Consolidated Financial Report (continued)
The Remuneration Committee assesses the appropriateness of the nature and amount of compensation of key management personnel on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and executive team.
(B) Compensation Structure
In accordance with best practice corporate governance, the structure of non-executive director and executive compensation is separate and distinct.
(C) Non-Executive Director Compensation Objective
The Board seeks to set aggregate compensation at a level that provides the company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.
Structure
The Constitution and the ASX Listing Rules specify that the aggregate compensation of non-executive directors shall be determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided between the directors as agreed. The latest determination was at the Annual General Meeting held on 18 November 2005 when the shareholders approved an aggregate compensation of $300,000 per year.
The amount of aggregate compensation sought to be approved by shareholders and the manner in which it is apportioned amongst directors is reviewed annually. The Board considers advice from external consultants as well as the fees paid to non-executive directors of comparable companies when undertaking the annual review process.
Each director receives a fee for being a director of the company. Non-executive directors have long been encouraged by the Board to hold shares in the company (purchased by the director on market). It is considered good governance for directors to have a stake in the company on whose board they sit.
The compensation of non-executive directors for the period ending 30 June 2006 is detailed in Note 28(b)(ii).
(D) Executive Compensation Objective
The entity aims to reward executives with a level and mix of compensation commensurate with their position and responsibilities within the entity so as to:
reward executives for company, business unit and individual performance against targets set by to appropriate benchmarks;
align the interests of executives with those of shareholders;
link rewards with the strategic goals and performance of the company; and
ensure total compensation is competitive by market standards.
Structure
In determining the remuneration package, the Remuneration Committee reviews the individual’s remuneration with the use of market data for positions with comparable companies. Where appropriate, the package is adjusted so as to keep pace with market trends and ensure continued remuneration competitiveness. In conducting a comparative analysis, the Company’s expected performance for the year is considered in the context of the Company’s capacity to fund remuneration budgets. From time to time, a review of the total remuneration package by an independent consultant in this field is undertaken to provide an independent reference point.
Compensation consists of the following key elements:
Fixed compensations
Notes to the Consolidated Financial Report (continued)
(E) Fixed Compensation Objective
Fixed compensation is reviewed annually by the Remuneration Committee. The process consists of a review of companywide and individual performance, relevant comparative compensation in the market and internally and, where appropriate, external advice on policies and practices.
Structure
The components of the executive fixed remuneration are determined individually and may include:
cash remuneration;
accommodation and travel benefits;
motor vehicle, parking and other benefits; and
reimbursement of entertainment, home office and telephone expenses.
(F) Variable Compensation – Short Term Incentive (STI) Objective
STI are linked to clearly specified performance targets and provide rewards for materially improved Company performance. The total potential STI available is set at a level so as to provide sufficient incentive to executives to achieve the operational targets and such that the cost to the Consolidated Entity is reasonable in the circumstances.
Structure
Actual STI payments granted depend on the extent to which specific operating targets set at the beginning of the financial year are met. The operational targets consist of a number of Key Performance Indicators covering both financial and non-financial measures of performance.
On an annual basis, the individual performance of each executive is rated and the Remuneration Committee determines the amount of STI to be allocated to each executive. Payments made are delivered as a cash bonus in the following reporting period.
(G) Variable Compensation – Long Term Incentive (LTI) Objective
LTI rewarded to Executive Directors and Senior Executives do not have a direct link to Company performance but in the opinion of the Board, they provide an incentive to increase performance of the business over an extended period.
Structure
LTI grants to executives are delivered in the form of options, rights or fully paid shares.
Note 28[c] provides details of options granted under the LTI plan.
Notes to the Consolidated Financial Report (continued)
[ii] Compensation of Key Management Personnel
Short Term Post Employment
[#] Included in Bill Willis’ fees is a $36,000 retainer for the provision of consulting services to Mount Gibson Mining Limited during the financial year.
[iii] Compensation by Category : Key Management Personnel
CONSOLIDATED COMPANY 2006 2005 2006 2005
$’000 $’000 $’000 $’000
Short-term 3,060 1,245 158 136
Post employment 145 42 10 7
Share-based payment 3,848 1,526 3,848 1,526
7,053 2,813 4,016 1,669
[iv] Contract for Services
Notes to the Consolidated Financial Report (continued)
persistent breach of the terms of the contract or wilful neglect in the discharge of the Duties, the Company is obliged to pay out the remaining term of the contract to a maximum of two years. If Mr Tonkin wishes to terminate the contract, he must provide three months notice.
Alan Rule
The key terms of his contract are as follows:
5 years from 1 July 2005 to 30 June 2010
There are no termination benefits at the completion of the contract term. However, if the Company wishes to terminate the contract other than if Mr Rule is guilty of any grave misconduct, serious or persistent breach of the terms of the contract or wilful neglect in the discharge of the Duties, the Company is obliged to pay out the remaining term of the contract to a maximum of two years. If Mr Rule wishes to terminate the contract, he must provide three months notice.
[c] Compensation Options : Granted and Vested During the Year
During the financial year, the Directors or their nominees were issued Options approved by shareholders at a General Meeting and Executives or their nominees were issued Options under the Directors, Officers, Employees and Other Permitted Persons option plan.
Options granted as part of director and executive emoluments have been valued using the Binomial option pricing model. The value per option at grant date is calculated using the following assumptions:
Grant date 31-Dec-05 4-Oct-05 4-Oct-05 4-Oct-05
Share price at grant date $0.70 $0.86 $0.86 $0.86
Exercise price $0.78 $0.90 $0.90 $1.10
Risk free interest rate 5.09% 5.40% 5.40% 5.40%
Volatility factor 60% 60% 60% 60%
Expiry date 31-Dec-09 30-Jun-10 23-Oct-10 23-Oct-12
Terms and Conditions for each grant:
Vested Granted Terms and Conditions for each grant
30 June 2006
Number Number Grant date Fair value per option at
Vested Granted Terms and Conditions for each grant
30 June 2005
Number Number Grant date Fair value per option at
Notes to the Consolidated Financial Report (continued)
[d] Option holdings of Key Management Personnel
Balance at
Vested at 30 June 2006
30 June 2006 1 July 2005 30 June
Total 18,940,000 7,500,000 (3,340,000) (7,500,000) 15,600,000 3,100,000 - 3,100,000
Balance at
Vested at 30 June 2005
30 June 2005 1 July 2004 30 June
Total 12,094,444 13,550,000 (694,444) (3,960,000) 20,990,000 2,910,000 - 2,910,000
[e] Shareholding of Key Management Personnel
Balance
Notes to the Consolidated Financial Report (continued)
All equity transactions with key management personnel other than those arising from the exercise of remuneration options have been entered into under terms and conditions no more favourable than those the entity would have adopted if dealing at arm’s length.
[f] Loans to Specified Key Management Personnel
There were no loans to key management personnel during the year.
[g] Other Transactions and Balances with Key Management Personnel Services
Pullinger Readhead Lucas, of which Mr CL Readhead is a partner, provided legal services to the Company and Consolidated Entity. The fees, paid under normal commercial terms and conditions, were $1,546 (2005: $3,237) and $7,631 (2005: $16,997) respectively.
Amounts recognised at the reporting date in relation to other transactions:
Consolidated
29. RELATED PARTY DISCLOSURE