Unfortunately the last few weeks of sharing posts on Hotcopper has forced past Management's history, for better or worse, to come under scrutiny again. It appears that Shareholders are voicing their right to heard at this one and only time of the year.
Many times as Shareholders we trust that our Directors are doing what they are supposed to do and in fact what they are paid to do. A couple of points I'd like to highlight and please, if anybody can assist here for further clarity, it would be appreciated.
At the last AGM Shareholders either did or didn't vote for a new Constitution which is rather complicated for most to digest given the legal and corporate jargon attached. It appears now that each time a Director comes up for re-election, they are re-elected for 3 years. This year it is DR Chris Quirk's turn to be voted in for another 3-year term:
RESOLUTION 2: RE-ELECTION OF DIRECTOR – DR CHRISTOPHER JOHN QUIRK To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution: “That, Dr Christopher John Quirk, being a Director of the Company, who retires by rotation in accordance with Listing Rule 14.4 and Clause 13.2 of the Company’s Constitution, and being eligible, offers himself for re-election, be re-elected as a Director of the Company.”
Ironically when you visit OBJ's website and view the 'Draft Constitution' which I was under the impression was already voted in at the 2015 AGM and look up Clause 13.2; it relates to 'Specific powers of Directors' rather than 'Retirement and election of Directors'. Jase, a little help in my interpretation of this information would be appreciated:
Shouldn't the required Clause be referencing Clause 13.3?:
Why does OBJ's website still show the 'Draft Constitution' if in fact it was voted and agreed upon in 2015?
And why would Shareholders be voting at this years AGM, RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT (NON-BINDING) with the following clause 'with or without amendment'? Does this not mean that effectively it can be altered anyway?:
And why does it state in the Remuneration Committee Charter the following:
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.
Where do I find a copy of the Director's Report that contains the the Remuneration Report.
Already the Clause quoted for this year's RESOLUTION 2: RE-ELECTION OF DIRECTOR – DR CHRISTOPHER JOHN QUIRK are sloppy at best. A little help from the rest of the OBJ brain's trust would be appreciated!
Personally, I'm not concerned about the 'Approval of Additional 10% Placement Facility', as this was also approved last year and before and has never used. It is purely imo a back-up plan should OBJ need to contribute funds to, as an example, a seperate entity for the commercialistion of BodyGuard etc and retain a majority share.
It may well be that OBJ management are currently in a 'black-out' period that stops them from purchasing shares on Market; but this would not be an issue as our Director's as far as I can tell have never purchased any shares on Market in the History of OBJ. We as Shareholders are constantly left guessing on a plethora of OBJ topics and this recent one is no exception. One theory that has not been covered may be that they know what is coming and the recent request for MORE shares is the last option available to them within the law. I still think they have already been given enough and should wait until additional partners, revenue, cash positivity and recovered sentiment; before they put their hands out again with the request 'please sir, can I have some more?'
OBJ Price at posting:
6.9¢ Sentiment: Buy Disclosure: Held
(20min delay)