Overall costs have actually decreased by around half a million year-on year 2016 to 2017. In my original post, I was comparing the 2016 Annual Report and should have been comparing the 2017 Annual Report results. The 2 items I have highlighted below are still contradictory to the information supplied in the Investor Conference call - ie 'Director and employees benefit expenses' increased year-on-year from $2,066,418 to $2,664,020 and Patent expenses decreased (not increased) from $125,069 to $93,774:
Pman or anybody else, can you offer any insight into the following:
Exact Transcript from the Investor Conference Call:
GD - 'Just as a note on the corporate side of things. Umm the, we have been, ahh we've engaged a recruitment agency to ahh seek a new Chairman ahh to replace myself. Ahh I've, I've been in the role for about 12 or 13 years. Time for someone else to step in and ahh and ahh and change the way in which the Board is structured and move on, so we welcome ahh ahh to see how we go with ahh that recruitment. Umm their well underway, so we'll see what, who they, they bring forward.
Question - 'Are OBJ any closer to getting a replacement for Glyn?'
GD - 'Umm, yes we engaged ahh Omega Partners to umm seek a new Chairman, so they're actually in the process of that. As soon as umm that ahh, that person is on board, I'll step back from being Chairman to, to being a Non-Executive until such time as I, as I ahh, I decide to finally move up the boot ahh hang up the boots which is probably not all that far away so. Umm but we'll do the transition ahh as soon ahh we can identify and interview umm a suitable candidate.
Question - 'Can you please address the issue regarding the share performance plan resolution in the AGM notice of meeting?'
GD - 'Yeah look umm, all this is, is the ESOP as we used to call it, but it's the, ahh shareholders, sorry the employees shares, umm is a program that needs to be renewed from time to time and so it is, it went on the agenda this year. There are certainly no ahh intentions for any Director to be involved in the share plain/plan at this time ahh and in any event, even if ahh any Director was to be involved they would need prior shareholder approval and there is no such resolution on the agenda for this AGM. So nothing to do with umm, with ahh Directors, it's a procedural thing, really for the benefit of the moment of our employees.
Resolution 6: Approval of Employee Incentive Plan:
Will Shareholders be voting on this Resolution 6 without actually sighting the contents?
Is it a conflict of interest for GD to also be on the Remuneration Committee?
Remuneration Committee of the Board of Directors – Charter
The Company’s Remuneration Committee comprises Mr Glyn Denison (Chairman), Mr Jeffrey Edwards (Managing Director) and Mr John Palermo (Company Secretary).
The Remuneration Committee has a separate charter for its audit functions with the following responsibilities:
to make decisions with respect to appropriate remuneration and incentive policies for executive directors and senior executives;
to ensure that executive remuneration involveV a balance between fixed and incentive pay, reflecting short and long term performance objectives appropriate to the Company’s circumstances and objectives;
to ensure that fees paid to non-executive directors are within the aggregate amount approved by shareholders;
to ensure that non-executive directors are not entitled to retirement benefits other than statutory superannuation entitlements or to participate in equity-based remuneration schemes without due consideration and appropriate disclosures to shareholders;
to review and make recommendations concerning long-term incentive compensation plans; and
to ensure that incentive plans are designed around appropriate and realistic performance targets. The Remuneration Committee obtains independent advice on the appropriateness of remuneration packages.
In making decisions with respect to appropriate remuneration and incentive policies for executive Directors the Remuneration Committee’s objectives are to:
motivate executive Directors to pursue the long term growth and success of the company within an appropriate control framework;
demonstrate a clear correlation between key performance and remuneration; and
align the interests of key leadership with the long-term interests of the Company’s shareholders.
Shareholder approval is also required to determine the maximum aggregate remuneration for non executive Directors. The maximum aggregate remuneration approved for non-executive Directors is currently set at $250,000 per annum.
Full disclosure of the Company’s remuneration philosophy and framework, and the remuneration received by Directors in the current period, is set out in the Remuneration Report, which is contained within the Directors’ Report.
GD's comments in the Investor Conference call - 'I'll step back from being Chairman to, to being a Non-Executive' confuse me once again here. The 2017 Annual report already clearly defines GD's role as Chairman, as a Non-Executive role:
I'm not trying to muddy the waters here, just trying to understand whether the ramifications of Resolution 6 for the Notice of Annual General Meeting, are clearly understood here. Why is GD talking about stepping down to a Non-Executive role when his role is already clearly defined as Non-Executive? Resolution 6 also clearly states 'Each of the Directors has an interest in the outcome of Resolution 6 and accordingly do not make a voting recommendation to Shareholders.'
Shareholders need to sight and read a copy of the Employee Incentive 'Replacement Plan' as per Resolution 6......... and sooner, rather than later imo.
OBJ Price at posting:
3.6¢ Sentiment: Buy Disclosure: Held
(20min delay)