20974 29Metals AR23 WEB V1 - Flipbook - Page 132
29Metals 2023 Annual Report
128
Directors’ Report continued
29Metals Appendix 4E and Annual Financial Report for 29Metals Limited and its Controlled Entities for the year ended 31 December 2023
53
Directors’ Report
Remuneration Report
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value as at the date on which shareholder approval of the proposed award is received. Refer to Note (c)(ii) to the Consolidated inancial tatements for the year ended
December
for further information regarding the calculation of ĨĂŝƌǀĂůƵĞfor share based payments. Refer also to section . for further information regarding the
T
outcomes including the calculation of the e uity component.
&ĂŝƌǀĂůƵĞfor performance rights awarded to executive M s, other than Mr Albert, under the
T at
eptember
, being the date on which the award was
approved by the oard. &ĂŝƌǀĂůƵĞcited is the weighted average ĨĂŝƌǀĂůƵĞcalculated for
T performance rights awarded to executive M s (other than Mr Albert). Refer
to Note (b)(ii) to the Consolidated inancial tatements for the year ended December
for further information regarding the calculation of ĨĂŝƌǀĂůƵĞfor share based
payments.
&ĂŝƌǀĂůƵĞfor performance rights awarded to executive M s, other than Mr Albert, under the
T at
ebruary
, being the date on which the award was approved
by the oard. &ĂŝƌǀĂůƵĞcited is the weighted average ĨĂŝƌǀĂůƵĞcalculated for
T performance rights awarded to executive M s (other than Mr Albert). Refer to Note
(b)(iv) to the Consolidated inancial tatements for the year ended December
for further information regarding the calculation of ĨĂŝƌǀĂůƵĞfor share based
payments.
, being the date on which the award was approved by
&ĂŝƌǀĂůƵĞfor performance rights awarded to executive M s, other than Mr Albert, under the
T at March
the oard. &ĂŝƌǀĂůƵĞcited is the weighted average ĨĂŝƌǀĂůƵĞcalculated for
T performance rights awarded to executive M s (other than Mr Albert). Refer to Note
(b)(v) to the Consolidated inancial tatements for the year ended December
for further information regarding the calculation of ĨĂŝƌǀĂůƵĞfor share based
payments.
&ĂŝƌǀĂůƵĞfor performance rights awarded to executive M s, other than Mr Albert, under the
T at
ebruary
, being the date on which the award was approved
by the oard. &ĂŝƌǀĂůƵĞcited is the weighted average ĨĂŝƌǀĂůƵĞcalculated for
T performance rights awarded to executive M s (other than Mr Albert). &ĂŝƌǀĂůƵĞcited
includes a true up from the ĨĂŝƌǀĂůƵĞestimate included in the Consolidated inancial tatements for the year ended December
. Refer to Note (c)(i) to the
Consolidated inancial tatements for the year ended December
for further information regarding the calculation of ĨĂŝƌǀĂůƵĞfor share based payments.
&ĂŝƌǀĂůƵĞfor performance rights proposed to be awarded to executive M s (other than Mr Albert) under the
T . or statutory reporting purposes, the ĨĂŝƌǀĂůƵĞ of
performance rights proposed to be awarded to executive M s (other than Mr Albert) under the
T will be sub ect to true up to reflect fair value as at
ebruary
(being the date on which the oard approved the proposed award). Refer to Note (c)(ii) to the Consolidated inancial tatements for the year ended December
for
further information regarding the calculation of ĨĂŝƌǀĂůƵĞfor share based payments.
Under the terms of the CEO Transition, performance rights awarded to Mr Albert under the
,
and
T will lapse unvested and be forfeited upon Mr Albert’s
retirement on April
. Refer to section . for further information regarding the CEO Transition.
5. Non-executive Director remuneration
5.1 Overview
The oard determines the total amount payable to Non executive Directors (‘E’) as remuneration for services as a director. NED remuneration is in
the form of fixed Director’s fees and additional fees for participation as a member or chair of one or more of the Committees established by the oard.
The maximum amount of Director and Committee fees, in the aggregate, may not exceed the fee pool limit last approved by shareholders
– currently, . million. Any increase of the fee pool limit re uires approval of shareholders in general meeting.
NEDs do not participate in the Company’s performance based remuneration schemes and do not receive termination benefits, other than statutory
superannuation contributions in accordance with applicable laws.
urther information
regarding the role of the
oard and the composition
and role of the
Remuneration &
Nominations Committee in
relation to remuneration,
including Director’s fees, is
set out in section . .
5.2 Director and Committee fees
Director and Committee fees are set at a level intended to balance attracting and retaining high uality and experienced
Directors, as well as the time commitment and other demands of the role. The Managing Director & CEO does not receive
Director fees or Committee fees.
The Remuneration & Nominations Committee is responsible for the periodic review of Director’s fees and Committee fees
and ma ing recommendations to the oard regarding any proposed changes.
There were no changes to the Director or Committee fees during the Reporting eriod, and no changes to Director or Committee fees are proposed in
.
The current Director and Committee fee structure is set out in the table below.
Chair
oard of Directors
,
,
Member 3
,
Audit, overnance & Ris Committee
,
,
Remuneration & Nominations Committee
,
,
,
,
ustainability Committee
All fees are cited on a per annum basis and inclusive of superannuation contributions (as applicable).
. The Chair of the oard of Directors does not receive any Committee fees for underta ing any role as chair or member of any Committee.
. Mr Hegarty is a ‘nominee director’ nominated by EMR Capital. Under the terms of the Relationship Deed between the Company and the EMR Capital nvestors, EMR Capital has
directed that the Director’s fees payable to Mr Hegarty are remitted to EMR Capital.
. Mr O’Connor is a ‘nominee director’ nominated by EMR Capital. Under the terms of the Relationship Deed between the Company and the EMR Capital nvestors, EMR Capital
has directed that the Director’s (including Committee) fees payable to Mr O’Connor are remitted to him directly on the basis that Mr O’Connor is not an employee of EMR
Capital.
5.3 Expenses and special fees
n addition to Director and Committee fees, NEDs may also be paid or reimbursed for travel and other expenses properly incurred by the NED
▪
▪
53
in attending and returning from any meeting of the oard or a Committee, or general meeting of the Company or
otherwise in connection with the business of the Company and the NED’s role (including any special responsibilities, from time to time).
