I just had a look at the remuneration of Directors as reported in the recent annual report.
|
Director | Securities held | 2022 remuneration
fixed $'s | 2022 Remuneration
at risk (performance bonus) as options | 2023 remuneration fixed $'s | 2023 remuneration at risk((performance bonus) as options | % increase on fixed component from 2022 to 2023 |
|---|
| 1 | David Frances (appointed 4 February 2022)
Non-Executive Chairman | 11,250,000 options exercisable at $0.045 expiring 13/05/2025 | ~$60,000* | $198,405
11,250,000 options issued at 0.0176c/option value | $60,000 | nil | 0% |
|---|
| 2 | Brian Thomas (appointed 22 October 2021)
Non-Executive Director | 7,500,000 options exercisable at $0.03 expiring 31/12/2024 | ~$141,945* | $83,005
7,500,000 options issued at 0.0111c/option value | $240,000 | nil | 69% |
|---|
| 3 | Peter Swiridiuk (appointed 1 December 2014)
Non-Executive Director | 770,000 ordinary shares
7,500,000 options exercisable at $0.03 expiring 31/12/2024 | $199,619 | $83,005
7,500,000 options issued at 0.0111c/option value | $239,996 | nil | 20% |
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* calculated based on pro rata as they were appointed in the 2021-22 year
Brian Thomas is listed in the report as a Non-Executive Director however on the website he is listed as Technical Director for the Company. They don't list any management staff though on the website they list Thomas Langley as their Exploration Geologist but not sure if he a recent acquisition on the Board.
Something that concerns me is the abolition of "at-risk" (performance bonus) remuneration for 2023. there were performance bonuses for 2022. In 2022 the Directors had at risk remuneration components ranging from 29% to 89% of total remuneration. In 2023 there was no at-risk component however Thomas and Swiridiuk has fixed component increases of 69% and 20% respectively. It looks like they decided to increase their fixed remuneration and forgo bonuses. There is some half-hearted explanation which implies that it's not appropriate to have bonuses for exploration companies due to high uncertainty. I say that's rubbish! A 20% to 69% increase in fixed remuneration is not acceptable in my view. There should have been performance bonuses for 2023. Some of those underlying performance indicators for bonus could have been based on:
- Ensuring drilling program occurs within a certain timeframe of the proposed schedule.
- Communication to the market and shareholders on target results release date and timely updating of any changes in dates.
- Ensuring delivery of monthly update sto shareholders(via website) on drilling program progress and expected analysis data release dates.
- Drilling program achieved within 5% of budget.
Essentially, the Directors are getting their full remuneration irrespective of whether the Company performs or not.
There seems to be very little accountability for communication to shareholders in the current Principles underpinning nature and amount of remuneration.
Looking at how remuneration is calculated/justified(extract from the annual report):(a) Principles used to determine the nature and amount of remuneration
The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and
appropriate for the results delivered. As there is no remuneration committee the role is assumed by the full Board
of Directors. The Board ensures that director and executive reward satisfies the following key criteria for good
reward governance practices:
• competitiveness and reasonableness;
• acceptability to shareholders;
• transparency; and
• capital management.
It seems that back in 2019 they managed to get shareholders to agree on a remuneration pool for Directors irrespective of the number of Directors.
Extract from annual report:
Non-Executive Directors’ fees are determined within the Non-Executive Directors’ fee pool limit, which is
periodically recommended for approval by shareholders. The pool currently stands at $300,000 per annum for Non Executive Directors has approved at the Company’s Annual General Meeting on 26 November 2019.We need to look at the next remuneration proposal for Directors very carefully and ensure that part of the remunerating is at-risk performance based. Does anyone have a top 100 holders list?? They are the ones that can exert most influence.
(20min delay)