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ORION MINERALS LIMITED - Managing Director and CEO Remuneration

Release Date: 01/09/2020 08:34
Code(s): ORN     PDF:  
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Managing Director and CEO Remuneration

Orion Minerals Limited
Incorporated in the Commonwealth of Australia
Australian Company Number 098 939 274
ASX share code: ORN
JSE share code: ORN
ISIN: AU000000ORN1
(“Orion” or “the Company”)

Managing Director and CEO Remuneration

Orion Minerals Limited (ASX/JSE: ORN) (Orion or the Company) is pleased to advise that effective 1 September
2020, a revised remuneration structure has been agreed with Orion’s Managing Director and Chief Executive
Officer, Mr Errol Smart.

On 29 April 2020, the Company announced that a revised remuneration structure had been agreed with Mr Smart
which included a significant reduction in the cash component of his package from $300,000 per annum to
$257,600 per annum. This reduction was part of the implementation of cost savings and asset preservation
initiatives across its business due to the impact of COVID-19.

Following the successful capital raising which was announced to the ASX on 7 August 2020 and the positive
progress made on the Prieska Copper- Zinc Project, including the grant of the water use licence (refer ASX release
6 August 2020) and the grant of the final mining right (refer ASX release 17 August 2020), the Board has approved
the reinstatement of Executives’ remuneration and Director fees from the reduced amounts announced on 29
April 2020. Such reinstatement is effective from 1 September 2020.

In addition to the reinstatement of Mr Smart’s cash remuneration, and based on a review of mining industry
remuneration packages for Managing Directors / CEOs of companies similar to Orion, the Board has approved an
increase in Mr Smart’s cash remuneration from $300,000 per annum to $322,000.

The principal components of Mr Smart’s revised remuneration structure are set out in Appendix 1.


For and on behalf of the Board.




Denis Waddell
Chairman

1 September 2020


ENQUIRIES

 Investors                                  Media                              JSE Sponsor
 Errol Smart – Managing Director & CEO      Nicholas Read                      Monique Martinez
 Denis Waddell – Chairman                   Read Corporate, Australia          Merchantec Capital
 T: +61 (0) 3 8080 7170                     T: +61 (0) 419 929 046             T: +27 (0) 11 325 6363
 E: info@orionminerals.com.au               E: nicholas@readcorporate.com.au   E: monique@merchantec.co.za


Appendix 1: Key terms of Mr Smart’s remuneration from 1 September 2020

The principal components of Mr Smart’s revised remuneration structure, which is effective 1 September 2020 are
as follows:

  1. Fixed component of $322,000 per annum (FAR) (reinstated from $257,600 to $300,00 and increased to
     $322,000).

  2. Mr Smart is eligible to participate in Orion’s short term incentive plan, to receive awards of up to 50% of his
     FAR annually. Mr Smart's entitlement to any short term incentive award will be based on achievement of
     certain key performance indicators and performance objectives, as determined by the Board in its
     discretion. Any equity securities issued to Mr Smart under a short term incentive award, will be subject to
     shareholder approval (unchanged).

  3. Mr Smart is eligible to participate in Orion's long term incentive plan, to receive awards of up to 50% of his
     FAR. Mr Smart's entitlement to any long term incentive award will be subject to the achievement of certain
     key performance indicators and performance objectives, as determined by the Board in its discretion. Any
     equity securities issued to Mr Smart under a long term incentive award, will be subject to shareholder
     approval (unchanged).

  4. Orion may terminate Mr Smart’s engagement at any time on 6 months’ notice. The terms of Mr Smart's
     engagement permit Orion to make payment in lieu of notice, except where a payment is made upon
     redundancy or in the event of a reorganisation (as contemplated in paragraph 5 below) (if applicable). Mr
     Smart may terminate his engagement with Orion at any time on 3 months’ notice (unchanged).

  5. In the event that the position of Managing Director and CEO is made redundant, or on the occurrence of a
     reorganisation where Mr Smart gives notice of termination within 30 days of completion of the reorganisation,
     Mr Smart will be entitled to be paid an amount equivalent to 6 months’ remuneration (unchanged).

In addition, Orion announced to the ASX on 29 April 2020, that as part of Mr Smart’s remuneration package,
shareholder approval will be sought for the issue of the following unlisted options to Mr Smart. Approval for the
issue of the options will be sought at the Company’s General Meeting to be held on 29 September 2020.

             Number of options         Exercise price            Vest                      Expiry
                10,000,000                $0.028             31 March 2020             31 March 2025
                10,000,000                $0.035             31 March 2021             31 March 2025
                10,000,000                 $0.04             31 March 2022             31 March 2025




                                                                                                                  

Date: 01-09-2020 08:34:00
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