|
91408794ac1144296b608c.pdf
www.imdexlimited.com
IMDEX LIMITED
financial report
FY15
Financial Report
Directors' Report 4
Auditor's Independence Declaration 19
Independent Auditor's Report 20
Directors' Declaration 22
Corporate Governance Statement 23
Consolidated Statement of Profit or Loss and
Other Comprehensive Income 28
Consolidated Statement of Financial Position 29
Consolidated Statement of Changes in Equity 30
Consolidated Statement of Cash Flows 31
Notes to the Financial Report 32
Additional Securities Exchange Information 85
IMDEX LIMITED
and its controlled entities
DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2015
The Directors of Imdex Limited ('Imdex' or 'the Company') present their report together with the annual Financial Report of the Company and its Subsidiaries ('the Group') for the financial year ended 30 June 2015.
In order to comply with the provisions of the Corporations Act 2001, the Directors' report as follows:
-
Directors
The names and particulars of the Directors of the Company during or since the end of the financial year are:
IMDEX LIMITED
Name
|
Role
|
Age
|
Particulars
|
Mr R W Kelly AM
|
Non Executive Chairman
|
77
|
Mr B W Ridgeway
|
Managing Director
|
61
|
Mr K A Dundo
|
Independent, Non Executive Director
|
63
|
Mr M Lemmel
|
Independent, Non Executive Director
|
76
|
Ms E Donaghey
|
Independent, Non Executive Director
|
57
|
Mr I Gustavino
|
Independent, Non Executive Director
|
56
|
-
Engineer
-
Director since 14 January 2004
-
Appointed as Chairman on 15 October 2009
-
Member of the Audit, Risk and Compliance Committee
-
Chairman of the Remuneration Committee until 14 December 2009
-
Previously Chairman and Non Executive Director of Clough Limited, Sumich Group Limited, Orbital Corporation Limited, Beltreco Limited and Director of Aurora Gold Limited, PA Consulting Services Ltd and the Fremantle Football Club.
-
Chartered Accountant
-
Director since 23 May 2000
-
Over 25 years experience with public and private companies as owner, director and manager
-
Member of the Institute of Chartered Accountants in Australia and Australian Institute of Company Directors.
-
Director of Sino Gas and Energy Holdings Ltd
-
Lawyer
-
Chairman of the Audit, Risk and Compliance Committee
-
Member of the Remuneration Committee
-
Director since 14 January 2004
-
Director of Red 5 Limited and Cash Converters International Limited
-
Management Consultant
-
Appointed Director 19 October 2006 and resigned 30 June 2015
-
Chairman of the Remuneration Committee from 14 December 2009 to 30 June 2015
-
Chairman of Fiberform Vindic AB
-
Previously Senior Vice President of Ericsson Telecommunications, Chief Executive Officer of the Federation of Swedish Industries and Director General for Enterprise Policy of the European Commission
-
Civil Engineer
-
Director since 28 October 2009
-
Member of the Audit, Risk and Compliance Committee from 14 December 2009
-
Member of the Remuneration Committee from 14 December 2009 and appointed as Chairperson of the Remuneration Committee on 9 July 2015
-
Non Executive Director of Australian Renewable Energy Agency
-
Previously held a range of commercial and senior management positions in Woodside Petroleum and BHP Petroleum
-
Corporate Advisor
-
Appointed as a Director on 3 July 2015
-
Member of the Remuneration Committee from 9 July 2015
-
Prior to his role as a corporate advisor, Mr. Gustavino was a co-founding shareholder and Director of Surpac Software, now Dassault Systèmes GEOVIA Inc.
4
IMDEX LIMITED
and its controlled entities
DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2015
-
Directorships of other listed companies
Directorships of other listed companies held by the Directors in the 3 years immediately before the end of the financial year are:
Name
|
Company
|
Position
|
Period of Directorship
|
Mr B W Ridgeway
|
Sino Gas and Energy Holdings Limited
|
Non Executive Director
|
2007 - Current
|
Mr K A Dundo
|
Red 5 Limited
|
Non Executive Director
|
2010 - Current
|
Synergy Plus Limited
|
Non Executive Director
|
2008 - 2015
|
Cash Converters
|
International Limited
|
Non Executive Director
|
2015 - Current
|
ORH Limited
|
Non Executive Director
|
2013 - 2014
|
Ms E Donaghey
|
St Barbara Limited
|
Non Executive Director
|
2011 - 2014
|
-
Company Secretary
Mr P A Evans
Mr Evans, a Chartered Accountant, joined Imdex Limited on 17 October 2006. After leaving professional practice he worked in a range of commercial and financial roles in the media, manufacturing and telecommunications industries. Mr Evans is a Fellow of the Institute of Chartered Accountants in Australia.
-
Directors' Meetings
The following table sets out the number of Directors' meetings (including meetings of committees of Directors) held during the financial year and the number of meetings attended by each Director (while they were a Director or committee member). During the financial year, nine Board meetings, five Audit, Risk and Compliance Committee meetings and four Remuneration Committee meetings were held.
Board of Directors (Number)
|
Audit, RIsk and Compliance Committee (Number)
|
Remuneration Committee (Number)
|
Held
|
Attended
|
Held
|
Attended
|
Held
|
Attended
|
R W Kelly
|
9
|
9
|
5
|
5
|
-
|
-
|
B W Ridgeway
|
9
|
9
|
-
|
-
|
-
|
-
|
K A Dundo
|
9
|
9
|
5
|
5
|
4
|
4
|
M Lemmel
|
9
|
5
|
-
|
-
|
4
|
3
|
E Donaghey
|
9
|
9
|
5
|
5
|
4
|
4
|
5
2015 ANNUAL REPORT
-
Directors' Shareholdings
At the date of this report the Directors held the following interests in shares, options in shares and performance rights of the Company:
Directors
|
Shares Held Directly
(#)
|
Shares Held Indirectly (#)
|
Options Held Indirectly
(#)
|
Performance Rights Held Directly ^
(#)
|
R W Kelly
|
-
|
380,000
|
-
|
-
|
B W Ridgeway
|
128,876
|
2,214,630
|
-
|
1,288,044
|
K A Dundo
|
-
|
150,000
|
-
|
-
|
E Donaghey
|
260,000
|
-
|
-
|
-
|
I Gustavino
|
-
|
62,077
|
900,000
|
-
|
^ - Performance rights expire either on failure to maintain employment tenure or on failure to satisfy performance hurdles. Refer to note 33 for further details.
Details of performance rights on issue at the end of the financial year are disclosed in note 33.
IMDEX LIMITED
and its controlled entities
DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2015
-
Remuneration Report (audited)
Remuneration policy for Directors and Executives
Non Executive Directors
The Board seeks the approval of Shareholders in relation to the aggregate of Non Executive Directors' remuneration and any options and performance rights that may be granted to Directors. The remuneration for Non Executive Directors is reviewed from time to time, with due regard to current market rates. The cash remuneration of Non Executive Directors is not linked to the Company's performance in order to preserve independence. Other than statutory superannuation, no Non Executive Director is entitled to any additional benefits on retirement from the Company.
Management of the Company believes that in order to retain quality Non Executive Directors on the Board, some incentive to maintain their future involvement, commitment and loyalty to the Company is required on certain occasions over and above nominal Directors' fees. No Director received a payment during the current or prior years as consideration for agreeing to hold the relevant position.
The maximum total remuneration payable to Non Executive Directors was approved by Shareholders at the 2006 Annual General Meeting and is currently $500,000. In the current year remuneration to Non Executive Directors totalled $434,925, including statutory superannuation. The Board determines the apportionment of directors' fees between each Director.
Managing Director
The Managing Director's remuneration is determined by the Remuneration Committee with due regard to current market rates.
For FY 15, the Managing Director has a short term incentive bonus of up to $70,000 that is related to key performance indicators (KPIs) set each year by the Remuneration Committee. These KPIs typically include financial, strategic and risk based measures. The Remuneration Committee set these performance hurdles as they are significant profit and cash flow drivers which are linked to Imdex's increased growth and profitability and hence shareholder value. Performance is measured relative to budget and forecast results as these are the most accurate measures available against which to assess the achievement of set hurdles. The balance of his cash compensation package for the current year is not linked to the Group's performance.
From time to time performance rights may be issued to the Managing Director as a long term performance incentive. The portion of the Managing Director's compensation package that comprises performance rights is linked to the Company's performance. The number of performance rights granted is determined with regard to current market trends. The issue of any such performance rights requires the approval of Shareholders in General Meeting.
The Managing Director is employed under a permanent contract that provides for a 12 month termination period. No additional benefits above those already entitled to will become payable on termination.
Executives and Staff
All Executives and staff of the Company are subject to a formal annual performance review. The remuneration of Executives comprises a fixed monetary total, which is not linked to the performance of the Company, although bonuses related to the performance of the Company may be agreed between that Executive and the Company from time to time. The base component of Executive salaries is benchmarked against current market trends and is not linked to Company performance as it serves to attract and retain suitably qualified and experienced staff. Performance incentives that are linked to Company performance are used to reward Executives for exceptional performance that benefits the Company and Shareholders.
6 Each year the Remuneration Committee sets the KPIs for each key management person. These KPIs typically include people, customer, system, financial, strategic and risk based measures. The Remuneration Committee set these performance hurdles as they are significant profit and cash flow drivers which are linked to Imdex's increased growth and profitability and hence shareholder value. Performance is measured relative to budget and forecast results as these are the most accurate measures available against which to assess the achievement of set hurdles. No bonus is awarded where hurdles are not met.
IMDEX LIMITED
From time to time performance rights may be issued to the Executives and staff as a long term performance incentive. The portion of remuneration package that comprises performance rights is linked to the Company's performance. The number of performance rights granted is determined with regard to current market trends. The issue of any such performance rights requires the approval of Shareholders in General Meeting.
All Executives are employed under permanent contracts. Mr D J Loughlin's and Mr P A Evans's contracts provide a six month notice period upon termination and a six month termination pay out. Mr S Maikranz's and Ms P Italiano's contracts specify a 12 week notice period upon termination.
No additional benefits above those already entitled to will become payable on termination.
IMDEX LIMITED
and its controlled entities
DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2015
(f) Remuneration Report (audited) (continued)
Director and Key Management Personnel details
The Directors of Imdex Limited during the year were:
-
Mr R W Kelly (Non Executive Chairman);
-
Mr B W Ridgeway (Managing Director);
-
Mr K A Dundo (Non Executive Director);
-
Mr M Lemmel (Non Executive Director) resigned 30 June 2015;
-
Ms E Donaghey (Non Executive Director).
The term 'Key Person Management' is used in this remuneration report to refer to the following persons:
-
Mr D J Loughlin (Chief Executive Reflex);
-
Mr P A Evans (Company Secretary and Chief Financial Officer);
-
Mr S Maikranz (Chief Executive AMC Oil & Gas) commenced 17 March 2014;
-
Ms P Italiano (Chief Executive AMC Minerals) commenced 12 January 2015;
-
Mr M Parsons (Chief Executive AMC Minerals) commenced 1 October 2013 and resigned 16 November 2014;
Except as noted above Directors and Key Management Personnel held their current position for the whole of the financial year and since the end of the financial year.
Elements of Director and Key Management Personnel Remuneration
Remuneration packages contain the following key elements:
-
Short-term benefits - salary/fees, bonuses and non monetary benefits including principally motor vehicles;
-
Post-employment benefits - superannuation;
-
Equity - share options granted under the Staff Option Scheme (note 32) or performance rights granted under the Performance Rights Plan (note 33) or any other equity related benefits granted as approved by Shareholders in General Meeting; and
-
Other benefits - comprise payments made under the Imdex Loyalty Programme rewarding long term service with the Imdex Group.
Earnings and Movements in Shareholder Wealth
The table below sets out summary information about the Consolidated Entity's earnings and movements in shareholder wealth for the five years to June 2015:
2015 ANNUAL REPORT
30 June 2015
|
30 June 2014
|
30 June 2013
|
30 June 2012
|
30 June 2011
|
Revenue - continuing and discontinued operations ($'000)
|
188,332
|
183,557
|
232,921
|
269,652
|
205,334
|
Net (loss) / profit before tax from continuing operations ($'000)
|
(18,644)
|
(7,062)
|
28,510
|
67,500
|
38,593
|
Net (loss ) / profit after tax from continuing operations ($'000)
|
(22,503)
|
(5,277)
|
19,383
|
45,777
|
29,002
|
Share price at start of year (cents)
|
63.0
|
62.0
|
176.0
|
215.0
|
73.0
|
Share price at end of year (cents)
|
30.0
|
63.0
|
62.0
|
176.0
|
215.0
|
Interim dividend (cents) - fully franked
|
-
|
-
|
2.50
|
3.25
|
1.75
|
Final dividend (cents) - fully franked
|
-
|
-
|
0.40
|
4.00
|
2.75
|
Basic (loss) / earnings per share (cents) - continuing operations
|
(10.44)
|
(2.50)
|
9.24
|
22.34
|
14.69
|
Diluted (loss) / earnings per share (cents) - continuing operations
|
(10.44)
|
(2.50)
|
9.14
|
21.85
|
14.25
|
7
8
IMDEX LIMITED
IMDEX LIMITED
and its controlled entities
DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2015
S h ort-te rm e m plo ye e be n e fi ts
|
P ost Em plo ym e nt
|
O the r long- te rm
em p lo yee b e n e fits
|
Te rm ina tion B e n e fits
|
S h are-b a sed p aym en t
|
T o ta l
|
S alary & fees
|
B onus
|
N on-
m onetary
|
O ther
|
S uper-
annuation
|
O ther
|
E quity -s ettled ^
|
C as h s ettled
|
O ther
|
S hares & U nits
|
O ptions
& R ights
|
(f) Remuneration Report (audited) (continued) Year ended 30 June 2015
[ FY15 financial report ]
$ $ $ $ $ $ $ $ $ $ $ $ $
Exe cu tive D irecto r
B W R idgew ay , M anaging
|
D irec tor
|
925,475
|
- 11,769
|
- 30,000
|
- 24 , 159
|
- - 6,928
|
- - 998,331
|
N on Ex e cutive D ire ctors
R W K elly , C hairm an
|
135,000
|
- -
|
- 12,825
|
- -
|
- - -
|
- - 147 , 825
|
K A D undo
|
90,000
|
- -
|
- 8,550
|
- -
|
- - -
|
- - 98 , 550
|
M Lemmel 3
|
90 , 000
|
- -
|
- -
|
- -
|
- - -
|
- - 90 , 000
|
E D onaghey
|
90,000
|
- -
|
- 8,550
|
- -
|
- - -
|
- - 98 , 550
|
1,330,475
|
- 11,769
|
- 59,925
|
- 24 , 159
|
- - 6,928
|
- - 1 ,433,256
|
S h ort-te rm e m plo ye e be n e fi ts
|
P ost Em plo ym e nt
|
O the r long- te rm
em p lo yee b e n e fits
|
Te rm ina tion B e n e fits
|
S h are-b a sed p aym en t
|
T o ta l
|
S alary & fees
|
B onus
|
N on-
m onetary
|
O ther
|
S uper-
annuation
|
O ther
|
E quity -s ettled ^
|
C as h s ettled
|
O ther
|
S hares & U nits
|
O ptions
& R ights
|
$ $ $ $ $ $ $ $ $ $ $ $ $
G roup Ex e cutive s
D Loughlin, C hief E x ec utive
|
R eflex
|
464,270
|
- -
|
- 30,000
|
- 11 , 080
|
- - 27 ,025
|
- - 532,375
|
P E vans , C hief F inanc ial
|
O ffic er / C om pany S ec retary
|
453,024
|
- -
|
- 30,000
|
- 10 , 814
|
- - 26 ,370
|
- - 520,208
|
S M aik ranz , C hief E x ec utive
|
A M C O il & G as
|
488,165
|
- 71,668
|
- -
|
- -
|
- - 128 ,895
|
- - 688,728
|
P Italiano, C hief E x ec utive
|
A M C M inerals 1
|
181,538
|
- -
|
- 14,515
|
- -
|
- - 40 ,633
|
- - 236,686
|
M P ars ons , C hief E x ec utive
|
A M C M inerals 2
|
155,683
|
- -
|
- 13,114
|
- -
|
- - -
|
- - 168,797
|
1,742,680
|
- 71,668
|
- 87,629
|
- 21 , 894
|
- - 222 ,923
|
- - 2 ,146,794
|
1 C om m enc ed 12/ 01/ 2015
2 R es igned 16/ 11 / 2014
|
3 R es igned 30/ 6/ 2015
|
^ - These non-cash entitlements reflect the value of performance rights that are being expensed in the current period to recognise progressive vesting conditions. The issue of shares relating to these performance rights will only occur in future periods if the vesting conditions are met.
IMDEX LIMITED
and its controlled entities
DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2015
S hort-te rm e m plo ye e b e n e fits
|
P o st Em p loym e nt
|
O the r lon g- te rm
e m p loye e b e ne fits
|
Te rm in a tio n Be ne fits
|
S h a re -ba se d p a ym e nt
|
Tota l
|
Salary & fees
|
B onus
|
Non- m onetary
|
O ther
|
S uper-
annuation
|
O ther
|
E quity -s ettled ^
|
Cas h s ettled
|
O ther
|
S hares & Units
|
O ptions
& Rights
|
(f) Remuneration Report (audited) (continued) Year ended 30 June 2014
$ $ $ $ $ $ $ $ $ $ $ $ $
Ex e cutive Dire ctor
B W Ridgeway , M anaging Direc tor
|
904, 272
|
- 14 ,434
|
- 25 ,694
|
- 20, 561
|
- - 20, 218
|
- - 985, 179
|
No n Ex e cutive Dire ctors
R W K elly , Chairm an
|
135, 000
|
- -
|
- 12 ,488
|
- -
|
- - -
|
- - 147, 488
|
K A Dundo
|
90, 000
|
- -
|
- 8 ,325
|
- -
|
- - -
|
- - 98, 325
|
M Lem m el
|
90, 000
|
- -
|
-
|
- -
|
- - -
|
- - 90, 000
|
E Donaghey
|
90, 000
|
- -
|
- 8 ,325
|
- -
|
- - -
|
- - 98, 325
|
1 ,309, 272
|
- 14 ,434
|
- 54 ,832
|
- 20, 561
|
- - 20, 218
|
- - 1 ,419, 317
|
S hort-te rm e m plo ye e b e n e fits
|
P o st Em p loym e nt
|
O the r lon g- te rm
e m p loye e b e ne fits
|
Te rm in a tio n Be ne fits
|
S h a re -ba se d p a ym e nt
|
Tota l
|
Salary & fees
|
B onus
|
Non- m onetary
|
O ther
|
S uper-
annuation
|
O ther
|
E quity -s ettled ^
|
Cas h s ettled
|
O ther
|
S hares & Units
|
O ptions
& Rights
|
$ $ $ $ $ $ $ $ $ $ $ $ $
G ro up Ex e cutive s
455, 982
|
- - 19 ,665
|
25 ,694
|
- 13 , 623
|
- - 6, 150
|
- - 521, 114
|
445, 033
|
- - -
|
25 ,694
|
- 13, 168
|
- - 6, 150
|
- - 490, 045
|
271, 975
|
- - -
|
19 ,271
|
- -
|
- - -
|
- - 291, 246
|
114, 563
|
- - -
|
-
|
- -
|
- - -
|
- - 114, 563
|
645, 467
|
- - -
|
12 ,847
|
- 235, 088
|
- - 7, 077
|
- - 900, 479
|
1 ,933, 020
|
- - 19 ,665
|
83 ,506
|
- 261, 879
|
- - 19, 377
|
- - 2 ,317, 447
|
D Loughlin, Chief E x ec utive Reflex P E vans , Chief F inanc ial O ffic er / Com pany S ec retary
M P ars ons , Chief E x ec utive A M C M inerals 1
S M aik ranz , Chief E x ec utive, A M C O il & G as 2
[ FY15 financial report ]
G W es ton, G eneral M anager: O il & G as Divis ion 3
1 Com m enc ed 01/ 10/ 2013
2 Com m enc ed 17/ 03/ 2014
3 Res igned 31/12/ 2013
9
2015 ANNUAL REPORT
^ - These non-cash entitlements reflect the value of options and performance rights that are being expensed in the current period to recognise progressive vesting conditions. The issue of shares relating to these performance rights will only occur in future periods if the vesting conditions are met.
IMDEX LIMITED
and its controlled entities
DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2015
(f) Remuneration Report (audited) (continued)
-
Mr B W Ridgeway is a party to a service contract with Imdex Limited, which sets out a fixed compensation package, reviewable annually. The service contract specifies a twelve month notice period in the event that the contract is terminated. If the contract is terminated without notice, the notice period will become payable in cash. There are no termination benefits specified in this contract. Additional performance incentives may be agreed between Mr Ridgeway and Imdex Limited from time to time. The Managing Director's compensation is reviewed and determined annually by the Remuneration Committee.
In the current year Mr Ridgeway did not earn a cash bonus as specified targets were not met. A bonus of $70,000 could have been earned by Mr Ridgeway had the targets been met. Mr Ridgeway did not earn a cash bonus in the prior year as specified targets were not met. A bonus of $280,000 could have been earned by Mr Ridgeway had the targets been met.
No options were granted to Mr Ridgeway in the current year or in the prior year.
The grant of 723,226 performance rights to Mr Ridgeway in the current year was approved by the shareholders at the Annual General Meeting on 16 October 2014. The Managing Director is subject to two hurdles each with equal weighting; a market based vesting condition in Total Shareholder Return (TSR) and a non-market based vesting condition in Earnings Per Share (EPS). In each case the TSR and the EPS of Imdex Limited will be measured against the TSR and EPS of a peer group consisting of the ASX Resources Index over the 3 year measurement period (FY15 to FY17). The performance hurdle in relation to these performance rights will be measured after the audit sign off of the FY17 financial statements on or about August 2017, which will determine the number of performance rights to be issued. Refer note 33 for further details.
The grant of 300,000 performance rights to Mr Ridgeway in the prior year was approved by the shareholders at the Annual General Meeting on 17 October 2013. The Managing Director is subject to two hurdles each with equal weighting. The first is that the Total Shareholder Return (TSR) of Imdex Limited must exceed the average TSR of the ASX300 over the 3 year measurement period. The second is that the Earnings Per Share of Imdex Limited must exceed the average EPS of the ASX300 over the 3 year measurement period. The performance hurdle in relation to these performance rights will be measured after the audit sign off of the FY16 financial statements on or about August 2016, which will determine the number of performance rights to be issued. Refer to note 33 for further details.
During the prior year Mr Ridgeway was allocated 128,876 shares upon the successful achievement of hurdles relating to performance rights granted in prior years.
-
Mr D J Loughlin is a party to a service contract with Imdex Limited, which sets out a fixed compensation package reviewable annually. The service contract specifies a six month notice period in the event that the contract is terminated and a six month pay out upon termination. Additional performance incentives may be agreed between Mr Loughlin and Imdex Limited from time to time.
In the current year Mr Loughlin did not earn a cash bonus as specified targets were not met. A bonus of $116,092 could have been earned by Mr Loughlin had the targets been met. Mr Loughlin did not earn a cash bonus in the prior year as specified targets were not met. A bonus of $100,000 could have been earned by Mr Loughlin had the targets been met.
No options were granted to Mr Loughlin in the current or prior year.
10
Mr Loughlin was granted 253,952 performance rights (tranche 14) in the current period under the Performance Rights Plan. These performance rights are subject to two hurdles each with equal weighting; a market based vesting condition in Total Shareholder Return (TSR) and a non-market based vesting condition in Earnings Per Share (EPS). In each case the TSR and the EPS of Imdex Limited will be measured against the TSR and EPS of a peer group consisting of the ASX Resources Index over the 3 year measurement period (FY15 to FY17). The performance hurdle in relation to these performance rights will be measured after the audit sign off of the FY17 financial statements on or about August 2017, which will determine the number of performance rights to be issued. Refer to note 33 for further details.
IMDEX LIMITED
Mr Loughlin was granted 174,603 performance rights in 2014 under the Performance Rights Plan. As the hurdles applicable to these performance rights were not achieved all of the performance rights expired.
During the year Mr Loughlin was allocated 12,120 shares upon the successful achievement of hurdles relating to performance rights granted in prior years.
During the prior year Mr Loughlin was allocated 53,982 shares upon the successful achievement of hurdles relating to performance rights granted in prior years.
-
Mr P A Evans is a party to a service contract with Imdex Limited, which sets out a fixed compensation package reviewable annually. The service contract specifies a six month notice period in the event that the contract is terminated and a six month pay out upon termination. Additional performance incentives may be agreed between Mr Evans and Imdex Limited from time to time.
In the current year Mr Evans did not earn a cash bonus as specified targets were not met. A bonus of $113,280 could have been earned by Mr Evans had the targets been met. Mr Evans did not earn a cash bonus in the prior year as specified targets were not met. A bonus of $97,850 could have been earned by Mr Evans had the targets been met.
No options were granted to Mr Evans in the current or prior year.
IMDEX LIMITED
and its controlled entities
DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2015
-
Remuneration Report (audited) (continued)
Mr Evans was granted 247,800 performance rights (tranche 14) in the current period under the Performance Rights Plan. These performance rights are subject to two hurdles each with equal weighting; a market based vesting condition in Total Shareholder Return (TSR) and a non-market based vesting condition in Earnings Per Share (EPS). In each case the TSR and the EPS of Imdex Limited will be measured against the TSR and EPS of a peer group consisting of the ASX Resources Index over the 3 year measurement period (FY15 to FY17). The performance hurdle in relation to these performance rights will be measured after the audit sign off of the FY17 financial statements on or about August 2017, which will determine the number of performance rights to be issued. Refer to note 33 for further details.
Mr Evans was granted 170,635 performance rights in 2014 under the Performance Rights Plan. As the hurdles applicable to these performance rights were not achieved all of the performance rights expired.
During the year Mr Evans was allocated 12,120 shares upon the successful achievement of hurdles relating to performance rights granted in prior years.
During the prior year Mr Evans was allocated 49,387 shares upon the successful achievement of hurdles relating to performance rights granted in prior years.
-
Mr S Maikranz is a party to a service contract with Imdex Limited, which sets out a fixed compensation package reviewable annually. The service contract specifies a 12 week notice period in the event that the contract is terminated.
In the current year Mr Maikranz did not earn a cash bonus as specified targets were not met. A bonus of $111,137 could have been earned by Mr Maikranz had the targets been met. Mr Maikranz did not earn a cash bonus in the prior year as specified targets were not met. A bonus of $16,500 could have been earned by Mr Maikranz had the targets been met.
No options were granted to Mr Maikranz in the current year or in the prior year.
Mr Maikranz was granted 518,750 performance rights in the current period under the Performance Rights Plan. The hurdles relating to the tranche 14 performance rights are the same hurdles detailed above for Mr Loughlin and Mr Evans. For hurdles relating to the tranche 12 performance rights refer to note 33.
No performance rights were granted to Mr Maikranz in the prior year.
-
Ms P Italiano commenced as the Chief Executive, AMC Minerals on 12 January 2015 and is a party to a service contract with Imdex Limited, which sets out a fixed compensation package reviewable annually. The service contract specifies a 12 week notice period in the event that the contract is terminated.
In the current year Ms Italiano did not earn a cash bonus as specified targets were not met. A bonus of $50,000 could have been earned by Ms Italiano had the targets been met.
No options were granted to Ms Italiano in the current year.
11
Ms Italiano was granted 318,750 performance rights in the current period under the Performance Rights Plan. The hurdles relating to the tranche 14 performance rights are the same hurdles detailed above for Mr Loughlin and Mr Evans. For hurdles relating to the tranche 15 performance rights refer to note 33.
2015 ANNUAL REPORT
-
Mr M Parsons resigned as Chief Executive, AMC Minerals on 16 November 2014 and was not paid any termination payments. No cash bonus was earned in the current or prior year.
No options or performance rights were granted to Mr Parsons in the current or prior year.
Bonuses granted to Directors and Key Management Personnel
During the current year there were no bonuses earned by Directors and Key Management Personnel. Bonuses are paid on the achievement of performance criteria specific to the individual and as performance hurdles were not met in the current year then no bonus was paid. The performance criteria used are chosen by the Remuneration Committee annually and are linked to the financial performance of the company and hence shareholder value. Performance criteria typically revolve around areas of risk management, people development, systems improvement and EBITA performance. Performance criteria are reviewed by the Remuneration Committee against budgeted outcomes before granting bonuses.
Imdex Loyalty Programme
Imdex Limited has in place a global Loyalty Programme in recognition of employees with long standing years of service.
Employees with 5, 10, 15, 20 or 25 years employment with Imdex will be entitled to rewards for their years of service. Rewards range from a $500 voucher for 5 years' service through to a cash equivalent of 3 and 6 months' salary for employees who remain with the business for 20 and 25 years respectively.
IMDEX LIMITED
and its controlled entities
DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2015
2015
|
B alan ce at 1 Ju ly 2014
|
G ran ted as R eceiv ed o n N et o th er ch an g e # co m p en satio n exercise o f
o p tio n s
|
B alan ce at 30 Ju n e 2015
|
B alan ce h eld n o m in ally
|
M r B W R idgew ay
|
N o.
2,343,506
|
N o . N o. N o.
- -
|
N o.
2,343,506
|
N o .
-
|
M r R W K e lly
|
380,000
|
- - -
|
380,000
|
-
|
M r K A D undo
|
150,000
|
- - -
|
150,000
|
-
|
M r M Lem m el 1
|
562,000
|
- -70,000
|
632,000
|
-
|
M s E D onaghey
|
210,000
|
- - 50,000
|
260,000
|
-
|
M r D J Loughlin
|
-
|
12,120 - (12 ,120 )
|
-
|
-
|
M r P A E vans
|
396,044
|
12,120 - -
|
408,164
|
-
|
4,041,550
|
24,240 - 107,880
|
4,173,670
|
-
|
2014
|
B alan ce at
|
G ran ted as R eceiv ed o n N et o th er ch an g e #
|
B alan ce at 30
|
B alan ce h eld
|
1 Ju ly 2013
|
co m p en satio n exercise o f
|
Ju n e 2014
|
n o m in ally
|
o ptio ns
|
M r B W R idgew ay
|
N o.
2,214,630
|
N o . N o. N o.
128,876 - -
|
N o.
2,343,506
|
N o .
-
|
M r R W K e lly
|
380,000
|
- - -
|
380,000
|
-
|
M r K A D undo
|
150,000
|
- - -
|
150,000
|
-
|
M r M Lem m el 1
|
648,000
|
- - (86,000)
|
562,000
|
-
|
M s E D onaghey
|
210,000
|
- - -
|
210,000
|
-
|
M r D J Loughlin
|
207,343
|
53,982 - (261,325 )
|
-
|
-
|
M r P A E vans
|
346,657
|
49,387 - -
|
396,044
|
-
|
M r G E W eston 2
|
499,151
|
54,245 - (553,396)
|
-
|
-
|
4,655,781
|
286,490 - (900,721)
|
4,041,550
|
-
|
-
Remuneration Report (audited) (continued) Key Management Personnel Equity Holdings
# - represent on m ark et transactions
1 R esigned 30 /06/2015
2 R esigned 31 /12/2013
Value of performance rights granted to Directors and Key Management Personnel
Performance rights are granted to Key Management Personnel at a fixed percentage of their base salaries depending on seniority. Percentages range from 7.5% to 25%. Each performance right is to be satisfied by the allocation/allotment of one fully paid Imdex Limited ordinary share for nil consideration should specified performance hurdles be met. The following table discloses the value of performance rights granted and allocated as shares during the year:
Granted
|
Satisfied by the allocation/allotment of shares
|
Percentage of remuneration for the year that consisted of performance rights
|
Value at grant date
|
Value at allocation/ allotment date
|
Number
|
$
|
Number
|
$
|
%
|
B W Ridgeway (i)
|
723,226
(MD Tranche)
|
331,599
|
-
|
-
|
1%
|
D J Loughlin (ii)
|
253,952
(Tranche 14)
|
152,371
|
12,120
|
7,636
|
7%
|
P A Evans (ii)
|
247,800
(Tranche 14)
|
148,680
|
12,120
|
7,636
|
7%
|
S Maikranz (ii)
|
300,00
(Tranche 12)
|
180,000
|
-
|
-
|
18%
|
S Maikranz (ii)
|
218,750
(Tranche 14)
|
131,250
|
-
|
-
|
P Italiano (ii)
|
218,750
(Tranche 14)
|
131,250
|
-
|
-
|
21%
|
P Italiano (ii)
|
100,000
(Tranche 15)
|
38,500
|
-
|
-
|
12
IMDEX LIMITED
-
Approved by the shareholders at the Annual General Meeting on 16 October 2014.
-
Granted per the Performance Rights Plan.
|
|