LMG (ASX) Ann: Corporate Governance Statement and Appendix 4G

Originally posted by tropic: ↑

After dissecting the annual report and comparing 2022 and 2023 remuneration of the board members I felt compelled to look at the Corporate Governance Statement.

It says in Section 8.1 that a Nomination and Remuneration Committee was set up in July 2023 comprising two non-Executives Directors. ASX recommends 3 however LMG claims that because it's a small Company 2 are sufficient( despite there being 6 non-executive Directors on the Board!).
Extract from Section 8.1:
Governance Council recommends at least three committee members. The structure of the Nomination and Remuneration Committee consists of two members due to insufficient size of the Board. It complies with the recommendation that both of whom are independent directors. The Committee advises the Board on remuneration policy and make recommendations to the Board as below:
• review the Group’s policy for determining executive remuneration and any amendments to that policy;
• review the on-going appropriateness and relevance of the policy;
• consider and make recommendations on the remuneration of executive Directors (including base salary, incentive payments, equity awards and service contracts);
• review and approve the design of all equity based plans;
• review and approve the total proposed payments under each plan; and
• review and approve the remuneration levels for non-executive Directors
(my bolding)

Section 8.3. Equity based remuneration scheme says:
The Company is currently developing an equity based remuneration scheme and therefore a policy is not set up in this regard.
In order to preserve cash flows for operational purposes, if necessary, the company may pay Directors and consultants fees by share based payments. Shareholders’ approval is obtained in the case of share payments to Directors.
So I expect we will see this at the next AGM. We have about 1.8B shares on issue so a few more isn't going to matter too much - depending on how many they grant.

The cynic in me says that it was a cop-out to not have performance bonuses for 2023. I guess they looked at past performance of meeting targets and milestones and it was crap, so decided to dispense with bonuses and beef up salary to avoid the risk of not getting their bonus.

Under section 2.2 Board Skill Matrix: we see community relations and communication strategy listed as part of the Board skills matrix. Well for 2023 so far I give them 2/10 on those elements, especially when I look at Company Values under 3.1 that include (iii) Collaboration with our stakeholders, building long-term relationships and sharing with them ideas and knowledge;and (iv) Respect our customers, employees, stakeholders and local communities.

Apologies if I sound negative however it irks me when I see Directors getting up to near 50% increase in annual "salary" from a Company that has basically zero operational revenue, no component as performance bonus incentive, no remuneration committee(there will be for the next one) and poor communication with shareholders and the market, raising serious questions over their performance. This could be a great Company - it just needs some high quality leadership.

The last AGM was held 29 November 2022 so the next AGM will be the first with a remuneration committee. It will be interesting to see if there are performance bonus incentives for Executive Directors(DP) and any of the remaining 6 non-Executive Directors. I expect the next AGM will be held next month so waiting for the announcement!

I urge you all to read the next remuneration proposal in detail before the AGM and vote as you see fit. We should see it hopefully in the next month if the AGM is to be held late November.

Expand

What a coincidence, the directors knew everything in advance. They tricked us and filled their own pockets.

Thanks tropic for info

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Ann: Corporate Governance Statement and Appendix 4G, page-3

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