20974 29Metals AR23 WEB V1 - Flipbook - Page 133
2023 key
results
Chair letter and
CEO report
About
29Metals
Our
assets
Sustainability
& ESG Report
Mineral Resources
and Ore Reserves
Annual
Financial Report
129
29Metals Appendix 4E and Annual Financial Report for 29Metals Limited and its Controlled Entities for the year ended 31 December 2023
54
Directors’ Report
Remuneration Report
A NED may also be paid special or additional fees as determined by the Board to compensate the NED for special or additional exertions outside of the
scope of the NEDs normal role and for the benefit of the Company.
No special or additional fees were paid to Non executi e Directors during the Reporting Period.
Payments for or reimbursement of expenses and any special or additional fees are not included in the fee pool limit described abo e.
5.4 Fees paid to NEDs during Reporting Period
he Director and Committee fees paid to NEDs during the Reporting Period is set out in the table below.
Name
Role
O en egar
O
Non executi e Director
;EŽŵŝŶĞĞĚŝƌĞĐƚŽƌĨŽƌDZĂƉŝƚĂůͿ
ŚĂŝƌŽĨŽĂƌĚŽĨŝƌĞĐƚŽƌƐ
DĞŵďĞƌŽĨZĞŵƵŶĞƌĂƚŝŽŶΘEŽŵŝŶĂƚŝŽŶƐŽŵŵŝƚƚĞĞ;ƵŶƚŝůƉƌŝůϮϬϮϯͿ
Fees paid
2 0 000
DĞŵďĞƌŽĨ^ƵƐƚĂŝŶĂďŝůŝƚLJŽŵŵŝƚƚĞĞ;ƵŶƚŝůƉƌŝůϮϬϮϯͿ
Fiona o er on
a ui
ill O
ar in l ia uri
a ara ro n
Creagh O’Connor
ndependent Non executi e Director
ŚĂŝƌ͕ƵĚŝƚ͕'ŽǀĞƌŶĂŶĐĞΘZŝƐŬŽŵŵŝƚƚĞĞ
DĞŵďĞƌ͕^ƵƐƚĂŝŶĂďŝůŝƚLJŽŵŵŝƚƚĞĞϮ
2 0 0002
ndependent Non executi e Director
ŚĂŝƌ͕^ƵƐƚĂŝŶĂďŝůŝƚLJŽŵŵŝƚƚĞĞ
DĞŵďĞƌ͕ƵĚŝƚ͕'ŽǀĞƌŶĂŶĐĞΘZŝƐŬŽŵŵŝƚƚĞĞ
DĞŵďĞƌ͕ZĞŵƵŶĞƌĂƚŝŽŶΘEŽŵŝŶĂƚŝŽŶƐŽŵŵŝƚƚĞĞ
2
ndependent Non executi e Director
ŚĂŝƌ͕ZĞŵƵŶĞƌĂƚŝŽŶΘEŽŵŝŶĂƚŝŽŶƐŽŵŵŝƚƚĞĞ
DĞŵďĞƌ͕ƵĚŝƚ͕'ŽǀĞƌŶĂŶĐĞΘZŝƐŬŽŵŵŝƚƚĞĞ
ndependent Non executi e Director
DĞŵďĞƌ͕ƵĚŝƚ͕'ŽǀĞƌŶĂŶĐĞΘZŝƐŬŽŵŵŝƚƚĞĞ;ĨƌŽŵƉƌŝůϮϬϮϯͿ
DĞŵďĞƌ͕^ƵƐƚĂŝŶĂďŝůŝƚLJŽŵŵŝƚƚĞĞ;ĨƌŽŵƉƌŝůϮϬϮϯͿ
Non executi e Director
0002
9 0002
2 000
2
9
;EŽŵŝŶĞĞĚŝƌĞĐƚŽƌĨŽƌDZĂƉŝƚĂůͿ
DĞŵďĞƌ͕ZĞŵƵŶĞƌĂƚŝŽŶΘEŽŵŝŶĂƚŝŽŶƐŽŵŵŝƚƚĞĞ;ĨƌŽŵƉƌŝůϮϬϮϯͿ
.
2.
.
.
.
.
Mr Hegarty is a ‘nominee director’ nominated by EMR Capital. Under the terms of the Relationship Deed between the Company and the EMR Capital n estors EMR Capital has
directed that the Director’s fees payable to Mr Hegarty are remitted to EMR Capital. As Chair of the Board Mr Hegarty did not recei e fees for his role as a member of any of the
Board Committees during the Reporting Period.
Fees paid to each of Ms Robertson Ms McGill and Mr Alciaturi include
9. (cash alue sub ect to rounding) in the form of 09 29Metals shares issued during the
Reporting Period under the 29Metals’ NED Share Plan. Shares issued during the Reporting Period to Ms Robertson Ms McGill and Mr Alciaturi comprised
▪
shares issued on 2 February 202 with an issue price of 2. 0 per share
▪
9 9 shares issued on 2 une 202 with an issue price of .00 per share
▪
0 shares issued on October 202 with an issue price of 0. 29 per share and
▪
shares issued on 2 No ember 202 with an issue price of 0.
per share.
Director fees applied to acquire shares under the NED Share Plan are applied on a salary sacrifice ‘pre tax’ basis. Further information regarding the NED Share Plan is set out in
section . .
Fees paid to Ms Brown include
9. (cash alue sub ect to rounding) in the form of 9 29Metals shares issued during the Reporting Period under the 29Metals’ NED
Share Plan. Shares issued during the Reporting Period to Ms Brown comprised
▪
9 9 shares issued on October 202 with an issue price of 0. 29 per share and
▪
2 02 shares issued on 2 No ember 202 with an issue price of 0.
per share.
Director fees applied for Ms Brown to acquire shares under the NED Share Plan are applied on a ‘post tax’ basis because Ms Brown is a non resident for Australian income tax
purposes. Further information regarding the NED Share Plan is set out in section . .
Shareholder appro al under AS isting Rule 0. for the issue of shares to Non executi e Directors (including eligible Directors appointed before May 202 ) was obtained at
the Company’s 2022 AGM. Refer to section . for further information regarding the NED Share Plan. For accounting purposes the fair alue attributed to shares awarded to Ms
Robertson Ms McGill and Mr Alciaturi has been determined to be 2. per share being the share price for 29Metals shares at the close of trading on 2 May 2022 (the date of
appro al of the NED Share Plan by shareholders). he fair alue attributed to shares awarded to and Ms Brown has been determined to be . being the share price for
29Metals shares at the close of trading on April 202 . Refer to Note (d) to the Consolidated Financial Statements for further information regarding the calculation of fair
alue. Refer to section of this Remuneration Report for statutory reporting of NED remuneration for the Reporting Period.
Fees paid are effecti e from date of appointment as a Director on April 202 .
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 n estors 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.
‘Fair value’ calculations for shares acquired by eligible NEDs under the NED Salary Sacrifice Share Plan (the ‘
hare lan’) are set out in the notes to
the table (abo e). Fair alue calculations ha e been determined in accordance with the applicable accounting standard howe er the calculated fair
alue materially exceeds the price at which rele ant shares were acquired by participating NEDs (under the NED Share Plan Rules) and the price on the
date on which the shares were acquired. As a result the total remuneration outcomes for participating NEDs included in the statutory remuneration
54
