Notice of AGM & Management Information Circular
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Immediate Release |
14 April 2011 |
CENTAMIN EGYPT LIMITED
NOTICE OF ANNUAL GENERAL MEETING & MANAGEMENT INFORMATION CIRCULAR
A full copy of the Notice of Annual General Meeting and Management Information Circular will be available on the Company's website - www.centamin.com.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of the proposals referred to in this document or what action you should take, you are recommended to seek your own personal financial advice from a stockbroker, bank manager, solicitor, accountant, fund manager, or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000, as amended, if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.
If you have sold or transferred all of your shares in Centamin Egypt Limited, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
NOTICE is hereby given that the Annual General Meeting (the "Meeting") of shareholders of Centamin Egypt Limited (the "Company") will be held at the Bishopsgate & Chancery Rooms at the Andaz Hotel, Liverpool Street, London, United Kingdom on Thursday, 26 May 2011commencing at 11.30 am (London Time).
AGENDA
ORDINARY BUSINESS
1. Financial Statements and Reports
To receive and consider the financial statements and the reports of the directors (the "Directors Report") and auditors in respect of the financial period ended 31 December 2010.
2. Adoption of the Remuneration Report
To adopt the remuneration report (which forms part of the Directors Report) as set out in the annual report for the financial period ended 31 December 2010.
3. Election of Directors
To consider and, if thought fit pass, the following ordinary resolutions:
3.1 Election of Mr. Mark Arnesen
That, Mr. Mark Arnesen, having been appointed by the Board since the last annual general meeting, retires in accordance with the Constitution of the Company, and being eligible, offers himself for re-election, be re-elected as a director.
3.2 Election of Mr. Mark Bankes
That, Mr. Mark Bankes, having been appointed by the Board since the last annual general meeting, retires in accordance with the Constitution of the Company, and being eligible, offers himself for re-election, be re-elected as a director.
3.3 Election of Mr. Gordon Edward Haslam
That, Mr. Gordon Edward Haslam, having been appointed by the Board since the last annual general meeting, retires in accordance with the Constitution of the Company, and being eligible, offers himself for re-election, be re-elected as a director.
3.4 Retirement by Rotation and Re-Election of Mr. Trevor Schultz
That, Mr. Trevor Schultz, who retires by rotation in accordance with provision 50.1 of the Constitution of the Company, and being eligible, offers himself for re-election, be re-elected as a director.
3.5 Retirement and Re-Election of Mr. Josef El-Raghy
That, Mr. Josef El-Raghy, who voluntarily retires in accordance with provision 50.5 of the Constitution of the Company, and being eligible, offers himself for re-election in accordance with provision 50.3 of the Constitution, be re-elected as a director.
3.6 Retirement and Re-Election of Mr. Harry Michael
That, Mr. Harry Michael, who voluntarily retires in accordance with provision 50.5 of the Constitution of the Company, and being eligible, offers himself for re-election in accordance with provision 50.3 of the Constitution, be re-elected as a director.
3.7 Retirement and Re-Election of Professor. Graeme Robert Bowker
That, Professor. Graeme Robert Bowker, who voluntarily retires in accordance with provision 50.5 of the Constitution of the Company, and being eligible, offers himself for re-election in accordance with provision 50.3 of the Constitution, be re-elected as a director.
4. Auditors
To consider and, if thought fit, pass the following ordinary resolutions:
4.1 Re-appointment
To re-appoint Deloitte Touche Tohmatsu as the Company's auditors to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting at which accounts are laid before the Company.
4.2 Remuneration
To authorise the directors to agree the remuneration of the auditors.
SPECIAL BUSINESS
5. Disapplication of Pre-Emption Rights
To consider and, if thought fit pass, the following special resolution:
That, the Directors be and are hereby authorised to allot equity securities for cash in accordance with Clause 90 of the Company's Constitution provided that such powers shall be limited to the allotment of up to 54,545,437 equity securities representing approximately 5% of the Company's current issued capital as if clause 90.1 of the Company's constitution does not apply to such allotment. Such authority will expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, 31 May 2012. The foregoing power shall allow and enable the Directors to make an offer or agreement before the expiry of that power which would or might require securities to be allotted after such expiry as if the power conferred hereby had not expired.
6. Approval of Increase in Total Amount of Non Executive Directors' Fees
To consider and, if thought fit pass, the following ordinary resolution:
That, in accordance with Clause 55.1 of the Company's Constitution, the maximum total cash remuneration payable to all of the Company's non executive directors be increased to a sum not exceeding GBP400,000 per annum, including superannuation guarantee charge contributions.
7. Other Business
To transact any other business which may be brought forward in conformity with the Company's Constitution.
NOTES
Shareholders entitled to attend and vote at the Meeting
For the purposes of the Meeting and in accordance with regulation 7.11.37 of the Australian Corporations Regulations 2001, it has been determined that the shareholders entitled to attend and vote at the Meeting shall be those persons who are recorded in the register of shareholders at 6.30 pm (Australian WST) on Tuesday, 24 May 2011 (UK: 11.30 am London Time, Canada: 6.30 am Toronto EST). Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.
Proxies
Each shareholder is entitled to appoint a proxy. The proxy does not need to be a shareholder of the Company. A shareholder that is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If a shareholder appoints two proxies, each proxy may exercise half of the shareholder's votes if no proportion or number of votes is specified.
A proxy form accompanies this Notice and to be effective, duly completed proxy forms, together with any relevant power of attorney, must be received by the Company by no later than 6.30 pm (Australian WST), Tuesday, 24 May 2011 (UK : 11.30 am London Time, Canada : 6.30 am Toronto EST). Please direct proxy forms and any relevant power of attorney to:
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Australia The Company Secretary Centamin Egypt Limited c/- Computershare Level 2, 45 St Georges Terrace Perth, Western Australia, 6000 Facsimile: + 61 8 9323 2033 |
or |
United Kingdom The Company Secretary Centamin Egypt Limited c/- Computershare PO Box 1075, The Pavilions Bridgwater Road, Bristol BS99 3EA Facsimile: + 44 870 703 6109 |
or |
Canada The Company Secretary Centamin Egypt Limited c/- Computershare 100 University Ave, 8th Floor Toronto ON M5J 2Y1 Canada Facsimile: + 416 981 9777 |
Or alternatively, proxy forms may be directed to the Company Secretary at the Company's registered office, located at 57 Kishorn Road, Mount Pleasant, Western Australia 6153, Australia, or facsimile + 61 8 9316 2650.
Joint Holders
If two or more persons are registered as joint holders of any share, only one of such holders shall be entitled to vote at the Meeting either personally or by proxy, attorney or corporate representative in respect of such share as if he were solely entitled to it.
If more than one of such joint holders is present at the Meeting personally or by proxy, attorney or corporate representative and seeks to vote, then that one of the holders so present whose name stands first on the Company's share register and no other shall be entitled to vote in respect of such share.
Corporate Representatives
Any corporate representative wishing to appoint a person to act as its representative at the meeting may do so by providing that person with:
(a) a letter or certificate, executed in accordance with the corporate shareholder's constitution, authorising that person as the corporate shareholder's representative at the meeting; or
(b) a copy of the resolution appointing the person as the corporate shareholder's representative at the meeting, certified by a secretary or director of the corporate shareholder.
Recommendation
The Directors of the Company consider that all the proposals to be considered at the Annual General Meeting are in the best interests of the Company and its members as a whole and are most likely to promote the success of the Company for the benefit of its members as a whole. The Directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do in respect of their own beneficial holdings.
By Order of the Board
Heidi Brown
Company Secretary
Perth, 14 April 2011
EXPLANATORY NOTES TO SHAREHOLDERS
Please refer to the attached Management Information Circular which accompanies and forms part of this Notice.
-
MANAGEMENT INFORMATION CIRCULAR
for the Annual General Meeting of Shareholders to be held at the Bishopsgate & Chancery Rooms
at the Andaz Hotel, Liverpool Street, London, United Kingdom on Thursday, 26 May 2011
commencing at 11.30 am (London Time)
PROXIES
Solicitation of Proxies
This management information circular (the "Circular") is furnished in connection with the solicitation, by or on behalf of the management of Centamin Egypt Limited (the "Company"), of proxies to be used at the Company's Annual General Meeting of the holders of ordinary shares (the "Ordinary Shares") to be held on Thursday, 26 May 2011 (the "Meeting") or at any adjournment thereof. It is expected that the solicitation will be primarily by mail, but proxies may also be solicited personally, by advertisement or by telephone, by directors, officers or employees of the Company without special compensation, or by the Company's transfer agent, Computershare. The cost of solicitation will be borne by the Company at a nominal cost.
Appointment of Proxyholder
The person(s) designated by management of the Company in the enclosed form of proxy as Chairman of the Meeting is a director of the Company. Each shareholder has the right to appoint as proxyholder a person (who need not be a shareholder of the Company) other than the person(s) designated by management of the Company in the enclosed form of proxy to attend and act on the shareholder's behalf at the Meeting or at any adjournment thereof. Such right may be exercised by inserting the name of the person in the blank space provided in the enclosed form of proxy or by completing another form of proxy.
In the case of registered shareholders, the completed, dated and signed form of proxy should be sent to any one of the following:
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Australia The Company Secretary Centamin Egypt Limited c/- Computershare Level 2, 45 St Georges Terrace Perth, Western Australia, 6000 Facsimile: + 61 8 9323 2033 |
or |
United Kingdom The Company Secretary Centamin Egypt Limited c/- Computershare PO Box 1075, The Pavilions Bridgwater Road, Bristol BS99 3EA Facsimile: + 44 870 703 6109 |
or |
Canada The Company Secretary Centamin Egypt Limited C/- Computershare 100 University Ave, 8th Floor Toronto ON M5J 2Y1 Canada Facsimile: + 416 981 9777 |
Or alternatively, the completed, dated and signed form of proxy may be directed to the Company Secretary at the Company's registered office, located at 57 Kishorn Road, Mount Pleasant, Western Australia 6153, Australia, or facsimile + 61 8 9316 2650.
In the case of non-registered shareholders who receive these materials through their broker or other intermediary, the shareholder should complete and send the form of proxy in accordance with the instructions provided by their broker or other intermediary. To be effective, a proxy must be received by Computershare or the Company Secretary not later than 6.30 pm (Australian WST), Tuesday, 24 May 2011 (UK: 11.30 am London Time, Canada: 6.30 am Toronto EST), or in the case of any adjournment of the Meeting, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the adjournment.
Revocation of Proxy
A shareholder who has given a proxy may revoke it by depositing an instrument in writing signed by the shareholder or by the shareholder's attorney, who is authorised in writing, or by transmitting, by telephonic or electronic means, a revocation signed by electronic signature by the shareholder or by the shareholder's attorney, who is authorised in writing, to or at the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or in the case of any adjournment of the Meeting, the last business day preceding the day of the adjournment, or with the Chairman of the Meeting on the day of, and prior to the start of, the Meeting or any adjournment thereof. A shareholder may also revoke a proxy in any other manner permitted by law.
Voting of Proxies
On any ballot that may be called for, the Ordinary Shares represented by a properly executed proxy given in favour of the person(s) designated by management of the Company in the enclosed form ofproxy will be voted or withheld from voting in accordance with the instructions given on the ballot, and if the shareholder specifies a choice with respect to any matter to be acted upon, the Ordinary Shares will be voted accordingly.
The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the accompanying Notice of Meeting, and with respect to other matters which may properly come before the Meeting or any adjournment thereof. As of the date of this Circular, management of the Company are not aware of any such amendment, variation or other matter to come before the Meeting. However, if any amendments or variations to matters identified in the accompanying Notice of the Meeting or any other matters which are not now known to management should properly come before the Meeting or any adjournment thereof, the Ordinary Shares represented by properly executed proxies given in favour of the person(s) designated by management of the Company in the enclosed form of proxy will be voted on such matters pursuant to such discretionary authority.
VOTING SHARES
Voting Shares
As at 14 April 2011, the Company had 1,090,908,750 Ordinary Shares outstanding, each carrying the right to one vote per share. Except as otherwise noted in this Circular, a simple majority of the votes cast at the Meeting, whether in person, by proxy or otherwise, will constitute approval of any matter submitted to a vote.
Record Date
The board of directors of the Company (the "Board") fixed Wednesday, 13 April 2011 as the record date for the Notice of Meeting.
As noted above, in accordance with the Australian Corporations Regulations, the Board has determined that shareholders entitled to attend and vote at the Meeting shall be those persons who are recorded in the register of shareholders at 6.30 pm (Australian WST) on Tuesday, 24 May 2011 (UK: 11.30 am London Time, Canada: 6.30 am Toronto EST) and share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.
Persons who become registered as shareholders of Ordinary Shares at any time after the record date and on or before the time and date referred to in the preceding paragraph shall be entitled to receive from the Company a copy of the Notice of Meeting and this Circular on request to the appropriate share registry.
Principal Shareholders
To the knowledge of the directors and executive officers of the Company, as at the date of this report, no person beneficially owned, directly or indirectly, or exercised control or direction over, more than 10% of the voting rights attached to the outstanding Ordinary Shares of the Company.
MATTERS TO BE ACTED UPON AT MEETING
1. Financial Statements and Reports
The financial statements and the reports of the directors and auditors for the financial period ended 31 December 2010 will be presented at the Meeting. The Annual Report for the financial period ended 31 December 2010 (the "Annual Report") has been provided to shareholders who requested a copy with the material accompanying the Notice of the Meeting. The Annual Report and the Notice of Meeting are also available on the Company's website (www.centamin.com) or upon request. Shareholders will be given the opportunity to ask questions of the Board and the auditor of the Company (via telephone conference) in relation to the Annual Report at the Meeting.
2. Adoption of the Remuneration Report
Shareholders will be asked to adopt the remuneration report as set out in the Annual Report. The vote on this resolution is advisory only and does not bind the Board. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.
3. Election of Directors
A brief summary for each of the directors who offer themselves for re-election is set out below. Following formal performance evaluation, the performance of these individual directors continues to be effective and they continue to demonstrate commitment to the role.
3.1 Mr. Mark Arnesen B.Comm B.Acc CA(S.A)
Non Executive Director, age 51
Director since 24 February 2011
Mr Arnesen has extensive expertise in the structuring and negotiation of finance for major resource projects. He is a Chartered Accountant with over 20 years experience in the international resources industry, including a role with the Billiton/Gencore group companies where he was a corporate Treasurer from 1996 to 1998. In 2000 Mr Arnesen joined Ashanti Goldfields Company Limited as Managing Director - International Treasury and held the position until 2004. From 2004 until 2006 he worked with Equinox Minerals Limited and put in place the Lumwana project financing. In November 2006 he joined Moto Goldmines limited as the Financial Director and held the position until the company was taken over by Randgold Resources Limited in late 2009. He was a Non Executive Director of Natasa Mining Limited (2006-2010) and now sits on their Advisory Board. He was a Non Executive Director of Asian Mineral Resources during 2010. He is currently the sole director of ARM Advisors Proprietary Limited. Mr Arnesen serves as a Member of the South African Institute of Chartered Accountants and holds a Bachelor of Commerce and Bachelor of Accounting degrees from the University of the Witwatersrand.
3.2 Mr. Mark Bankes MA
Non Executive Director, age 50
Director since 24 February 2011
Mr Bankes is an international corporate finance lawyer. Mr Bankes has an MA from Cambridge University and joined Norton Rose in 1984. He worked in both London and Hong Kong and was a partner at Norton Rose LLP from 1994 to 2007 before starting his own business, Bankes Consulting EURL, in October 2007. Mr Bankes specialises in international securities, mining policy and agreements, mergers and acquisitions and international restructurings for the resource sector. Mr Bankes has not held any other directorships in public companies during the previous five years.
3.3 Mr. Gordon Edward Haslam
Senior Independent Non Executive Director, age 66
Director since 22 March 2011
Mr Haslam is currently Chairman of the LSE listed Talvivaara plc (since 01 June 2007) and since 01 May 2004 has been a non executive director of Aquarius Platinum Ltd. In addition, Mr Haslam has been the Senior Independent Director of the LSE listed South African Namakwa Diamonds Ltd since 19 December 2007. In 1981, Mr Haslam joined Lonmin plc where he was appointed a director in 1999 and Chief Executive Officer in November 2000 before retiring as such in April 2004. Mr Haslam has also held various positions with Falconbridge Nickel Mines and British Steel Corporation, was a director of Cluff Gold Plc until September 2007, and is a Fellow of the Institute of Directors (IOD) (UK). Mr Haslam has not held any other directorships in public companies during the previous five years.
3.4 Mr. Trevor Schultz M.A (ECON), M.Sc (Min Eng)
Executive Director of Operations, age 69
Director since 20 May 2008
Mr Schultz has a Masters Degree in Economics from Cambridge University, a Masters of Science Degree in Mining from the Witwatersrand University and completed the Advanced Management Program at Harvard University. With more than 40 years experience at the executive management and board level with leading international mining companies, including BHP, RTZ/CRA, Pegasus Gold and Ashanti Goldfields, Mr Schultz was most recently the President and CEO of Guinor Gold Corporation. His roles have included development of several new mining operations in Africa, South America and the U.S.A., negotiations with various governments and their agencies and project financing and capital raisings. Mr Schultz is currently a director of Pacific Road Capital Management. From 1 April 2003 until 31 December 2005, Mr Schultz was a director of Guinor Gold Corporation, from 1 December 2003 to 15 June 2006 was a director of Southern Era Pty Ltd and from 1 October 1996 to 31 December 2003 was a director of Ashanti Goldfields Pty Ltd.
3.5 Mr. Josef El-Raghy B.Comm
Executive Chairman, age 39
Director since 26 August 2002
Mr El-Raghy was Managing Director/CEO of the Company until 3 March 2010. Mr El-Raghy holds a Bachelor of Commerce Degree from the University of Western Australia and had a ten year career in stock broking. He was formerly a director of both CIBC Wood Gundy and Paterson Ord Minnett. His expertise in international capital markets has greatly assisted the Company in its fundraising and development activities. Mr El-Raghy was also a director of ISIS Resources Plc (now Verona Pharma Plc) from 24 February 2005 to 18 September 2006.
3.6 Mr. Harry Michael B. Mining Engineering (Hons), Member AusIMM, Member AICD
Chief Executive Officer, age 49
Director since 03 March 2010
Mr Michael was Executive Director, Chief Operating Officer and Vice President of Operations of Equinox Minerals Limited (TSX:EQN), between 2004 and 2009 where he oversaw the development, commissioning and operation of the large scale Lumwana Copper Mine in Zambia, one of the largest new copper mines to be developed in recent years. In addition he was responsible for all Government negotiations in securing various fiscal and other operating licence agreements necessary for project development. Prior to joining Equinox, he was responsible for completing the bankable feasibility study for the Sukari Gold Project, Centamin's flagship mine, during 2003 and 2004. His past experience includes the role of Chief Executive Officer of Geita Gold Mine (AngloGold Ashanti) in Tanzania from 1998 to 2002, one of the largest gold mines in Africa, producing 500,000 ounces of gold per annum, where he was responsible for the construction and operation of the mine. Prior to this, Mr Michael was General Manager of the Iduapriem Gold Mine in Ghana (AngloGold Ashanti) from 1995 to 1998 and was responsible for various CIL and Heap Leach expansions as well as operations. He has held senior management roles in Granny Smith Gold Mine in Western Australia (Barrick Gold - 1994 to 1998) and Porgera Gold Mine in Papua New Guinea (majority owned by Barrick - 1990 to 1994) as well as other operational roles in the gold and iron ore sectors of the Australian mining industry. Mr Michael has also held a non executive director position with Red Back Mining Inc (TSX:RBI) from 2003 to March 2010, playing a key role in the growth and strategic direction of the company during the time while Redback grew from and explorer through to a major gold producer.
3.7 Professor. Graeme Robert Bowker PhD, GAICD
Non Executive Director, age 61
Director since 21 July 2008
Professor Bowker retired from the Australian Foreign Service in June 2008 after a 37 year career specialising in Middle East issues. He was Australian Ambassador to Egypt (2005 to 2008) and Jordan (1989 to 1992), in addition to postings in Syria (1979 to 1981) and Saudi Arabia (1974 to 1976). Professor Bowker was accredited from Cairo as a non-resident ambassador to Libya, Sudan, Syria and Tunisia. Professor Bowker has a PhD from the Centre for Arab and Islamic Studies, Australian National University 2001, an MA from the Centre for Middle East and Central Asian Studies, Australian National University 1995, a BA (Hons) Indonesian and Malayan Studies and Political Science, Melbourne University 1970 and completed an RAF Arabic course, Beaconsfield, UK 1988.
Retiring Directors
Dr Thomas Elder - In addition to the retirement by rotation of Mr Trevor Schultz, Dr. Thomas Elder retires by rotation in accordance with provision 50.2 of the Constitution of the Company, and does not offer himself for re-election. Mr Elder will retire as a director effective from the conclusion of the Meeting.
Mr Colin Cowden - Mr Cowden has announced his retirement as a director effective from the conclusion of the Meeting.
Under the current Constitution of the Company, each director's term of office expires at the third Annual General Meeting of shareholders of the Company so that no director serves more than three years following that director's last election or appointment. One-third of the directors must retire at each Annual General Meeting. Retiring directors are eligible for re-election.
The directors have recently opted to comply with paragraph B.7.1 of the UK Corporate Governance Code, which requires all directors of FTSE 350 companies to be subject to annual election by shareholders. Accordingly, the Directors that were not subject to rotation under the Company's Constitution, have voluntarily offered themselves for rotation and re-election.
In the absence of a contrary instruction, the person(s) designated by management of the Company in the enclosed form of proxy intend to vote FOR the re-election as directors of the proposed nominees whose names are set forth below, each of whom has been a director since the date indicated below opposite the proposed nominee's name. Management does not contemplate that any of the proposed nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the Ordinary Shares represented by properly executed proxies given in favour of such nominee(s) may be voted by the person(s) designated by management of the Company in the enclosed form of proxy, in their discretion, in favour of another nominee.
The following table sets forth information with respect to each person proposed to be nominated for election or re-election as a director, including the number of Ordinary Shares of the Company beneficially owned, directly or indirectly, or over which control or direction was exercised, by such person or the person's associates or affiliates as at 14 April 2011. The information as to Ordinary Shares beneficially owned or over which control or direction is exercised, not being within the knowledge of the Company, has been furnished by the respective proposed nominees individually.
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Nominee Name and Place of Residence |
Principal Occupation |
Director Since |
Number of Ordinary Shares Beneficially Owned Directly or Indirectly or Over Which Control or Direction is Exercised |
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Mark Arnesen (1)(2)(4) Manly, New South Wales, Australia |
Consultant |
24 February 2011 |
15,000 |
|
Mark Bankes (1)(2)(3) France |
Consultant |
24 February 2011 |
Nil |
|
Gordon Edward Haslam (2)(3)(4) Brussels, Belgium |
Company Director |
22 March 2011 |
Nil |
|
Trevor Schultz Rolle, Switzerland |
Executive Director of Operations Centamin Egypt Limited |
20 May 2008 |
1,000,000 |
|
Josef El-Raghy Alexandria, Egypt |
Chairman, Centamin Egypt Limited |
26 August 2002 |
70,195,086 |
|
Harry Nicholas Michael South Perth, Australia |
Chief Executive Officer, Centamin Egypt Limited |
03 March 2010 |
1,125,000 |
|
Graeme Robert Tangye Bowker (1)(3)(4) Garran ACT, Australia |
Professor, Centre for Arab and Islamic Studies, Australian National University |
21 July 2008 |
Nil |
Notes:
(1) Member of the Health Safety Environmental and Social ("HSES") Committee.
(2) Member of the Audit and Risk Committee.
(3) Member of Compliance/Corporate Governance Committee.
(4) Member of the Nomination and Remuneration Committee.
Each of the proposed nominees has held the principal occupation shown beside the nominee's name in the table above or another executive office with the same or a related company, for the last five years , except as follows:-
- Mark Arnesen -Mr Arnesen was previously the Financial Director of Moto Goldmines Limited from November 2006 until the company was taken over by Randgold Resources Limited in late 2009.
- Mark Bankes - From May 1994 to October 2007, Mr Bankes was a partner in Norton Rose LLP and continues to provide consulting services to them.
- Gordon Edward Haslam - Since 01 June 2007, Mr Haslam has been Chairman of the LSE listed Talvivaara plc and since 01 May 2004 has been a non executive director of Aquarius Platinum Ltd. In addition, Mr Haslam has been the Senior Independent Director of the LSE listed South African Namakwa Diamonds Ltd since 19 December 2007, and was a Director of Cluff Gold Plc until September 2007.
- Trevor Stanley Schultz - Mr Schultz was previously a consultant to Crew Gold Corporation from January 2006 to June 2007, and from July 2007 until his appointment as Executive Director of Operations, he was a mining consultant for various companies.
- Graeme Robert Tangye Bowker - From 2001 until 2003, Professor Bowker formed part of the directing staff at the Centre for Defence andStrategic Studies at the Australian Defence College, Canberra, while on secondment from the Australian Department of Foreign Affairs and Trade. He was Visiting Reader at the Centre for Arab Islamic Studies in 2004, and from 2005 until he retired on 30 June 2008, was the Australian Ambassador to Egypt.
- Josef El-Raghy - from 26 August 2002 until 03 March 2010, Mr El-Raghy was the Managing Director/CEO of Centamin Egypt Limited. He transitioned to the role of Chairman of the Company on 03 March 2010.
- Harry Nicholas Michael - Mr. Michael was Executive Director, Chief Operating Officer and Vice President of Operations of Equinox Minerals Limited, between 2004 and 2009 where he oversaw the development, commissioning and operation of the large scale Lumwana Copper Mine in Zambia, one of the largest new copper mines to be developed in recent years. In addition he was responsible for all Government negotiations in securing various fiscal and other operating licence agreements necessary for project development.
The following table sets forth the equivalent information at 14 April 2011 with respect to each of the directors who will retire following the Meeting. The information as to Ordinary Shares beneficially owned or over which control or direction is exercised, not being within the knowledge of the Company, has been furnished by the respective director individually.
|
Nominee Name and Place of Residence |
Principal Occupation |
Director Since |
Number of Ordinary Shares Beneficially Owned Directly or Indirectly or Over Which Control or Direction is Exercised |
|
Colin Neil Cowden Martin, Western Australia |
Executive Chairman, Cowden Limited |
08 March 1982 |
1,203,626 |
|
Thomas Gee Elder Oxford, United Kingdom |
Consultant Geologist |
08 May 2002 |
250,000 |
Each of the above has held the principal occupation shown beside the nominee's name in the table above or another executive office with the same or a related company, for the last five years, except as follows:-
- Dr Thomas Elder was previously the President of Mano River Resources Inc from 04 October 1998 to 30 September 2007.
4. Auditors
Notwithstanding the requirements of the Corporations Act 2001, the Directors have decided to seek the re-appointment of the Company's auditors at each general meeting at which the accounts are laid. Resolution 4.1 proposes the re-appointment of the Company's existing auditors, Deloitte Touche Tohmatsu, until the conclusion of the next general meeting of the Company at which accounts are laid, and Resolution 4.2 gives authority to the Directors to determine the auditors' remuneration.
In the absence of a contrary instruction, the person(s) designated by management of the Company in the enclosed form of proxy intend to vote FOR the ordinary resolutions approving the re-appointment of the Company's auditors and authority to determine the auditor's remuneration, unless the shareholder who has given the proxy has directed that the Ordinary Shares represented thereby be voted against such resolution. In order to be effective, this resolution must be approved by a simple majority of the votes cast by the shareholders at the Meeting in person or by proxy.
5. Disapplication of Pre-Emption Rights
The Australian Corporations Act 2001 contains no provision requiring directors of public companies to give pre-emption rights to shareholders over new issues of shares. However, in line with the requirements of the UK Listing Rules, the Company has incorporated certain UK-equivalent pre-emption rights in its Constitution.
If the Directors of the Company wish to exercise their right to offer to issue shares or other securities for cash, Clause 90 of the Company's Constitution stipulates that, unless a specific exemption applies, they can only do so if shareholders have given specific authority for the waiver of pre-emption rights which provide that new shares or other equity securities must first be offered to existing shareholders in proportion to their existing holdings.
In certain circumstances, it may be in the interests of the Company to allot new shares (or grant rights over shares) for cash without first offering them to existing shareholders. For example, the Directors may need to disapply the pre-emption rights in its Constitution to the extent necessary to deal with any legal, regulatory or practical problems arising from a rights issue. Further, it may be necessary or appropriate for the Company to raise further funding through a placing rather than a rights issue. Accordingly, Resolution 5 grants the Directors the authority to allot shares for cash without first offering them to shareholders on a pro rata basis, until the conclusion of the Company's Annual General Meeting in 2012 or 31 May 2012, whichever is the earlier. The authority sought, other than with respect to rights issues, is limited to the issue of up to 54,545,437 shares, representing 5% of the issued ordinary share capital as at 14 April 2011 (the latest practicable date prior to the date of this notice).
The directors have no present intention of exercising the authority in Resolution 5, but will keep this matter under review. For the avoidance of doubt, shares issued pursuant to employees share or option schemes are exempt from the pre-emption provisions set out in clause 90 of the Company's Constitution but are subject to the limits contained in the relevant schemes. Shares may be issued to satisfy exercises of outstanding options granted under an earlier authority.
The directors unanimously recommend that you vote in favour of this Resolution.
In the absence of a contrary instruction, the person(s) designated by management of the Company in the enclosed form of proxy intend to vote FOR the special resolution approving the disapplication of pre-emption rights, unless the shareholder who has given the proxy has directed that the Ordinary Shares represented thereby be voted against such resolution. In order to be effective, this resolution must be approved by 75% of the votes cast by the shareholders at the Meeting in person or by proxy.
6. Approval of Increase in Total Amount of Non Executive Directors' Fees
According to the Company's Constitution, it must not increase the total amount of directors' fees payable by it or any of its child entities without the approval of holders of its ordinary securities. This rule does not apply to the salary of an Executive Director.
In order to broaden the composition and enhance the overall skill and experience of the Company's Board, three new independent non executive directors were recently appointed. The proposed increase in the maximum total cash remuneration payable to all of the Company's non executive directors provides flexibility to accommodate our temporarily expanded Board and provides flexibility to be able to appoint further non executive directors as needed. The last review of the directors' fees ceiling was conducted in 2009. The Company recently commissioned a research paper from Meis Executive Compensation Data ("MEIS") to compare the current directors fees with those of the Company's comparator groups (which include the mining sector, the FTSE 250 and small cap, companies in the FTSE 250, companies with a similar market capitalisation, and companies with a similar turnover). The research paper concluded that the Company's non executive director fees as well as those of the Senior Independent Director and Committee Chairs fall below the average lower quartiles. If the proposed increase is approved, the Company intends to amend the non executive director fee structure to the following:-
- Annual Base Fee GBP 50,000 per annum (currently A$40,000)
- Senior Independent Director GBP 10,000 per annum (currently A$Nil)
- Chairman of a Board Committee GBP 10,000 per annum (currently A$10,000)
- Member of a Board Committee GBP 5,000 per annum (currently A$5,000)
The remuneration provided to each Non Executive Director for the financial period ended 31 December 2010 is detailed in the Remuneration Report contained within the Directors' Report in the Company's Annual Report.
The proposed increase to GBP400,000 from the level set in 2009 (a maximum of A$400,000) is approximately A$221,000.
In the absence of a contrary instruction, the person(s) designated by management of the Company in the enclosed form of proxy intend to vote FOR the ordinary resolution approving the increase in the total amount of Non Executive Directors' Fees, unless the shareholder who has given the proxy has directed that the Ordinary Shares represented thereby be voted against such resolution. In order to be effective, this resolution must be approved by a simple majority of the votes cast by the shareholders at the Meeting in person or by proxy.
EXECUTIVE COMPENSATION
The following table sets out information concerning the compensation earned from the Company and any of the Company's subsidiaries during the financial years ended 31 December 2010, 30 June 2010, 30 June 2009 and 30 June 2008 by the Company's Chief Executive Officer, Chief Financial Officer, the Company's Chairman and the Company's two other most highly compensated executive officers (collectively, the "Named Executive Officers" or "NEOs").
|
NEO Name and Principal Position |
Financial Period Ending (6) |
Annual Compensation |
Long Term Compensation |
All Other Compensation (A$) |
||||
|
Salary (A$) |
Bonus (A$) |
Other Annual Compensation (A$) (1) |
Ordinary Shares Under Options / SARs Granted (#) (2) |
Ordinary Shares or Units Subject to Resale Restrictions (A$) |
Long Term Incentive Plan Payouts (A$) |
|||
|
Josef El-Raghy Chairman |
31 Dec 10 30 Jun 10 30 Jun 09 30 Jun 08 |
328,972 541,329 397,549 478,125 |
850,000 - - 184,434 |
30,000 44,025 41,118 - |
- - - - |
- - - - |
- - - - |
2,521 34,315 44,178 - |
|
Harry Michael Chief Executive Officer (3) |
31 Dec 10 30 Jun 10 30 Jun 09 30 Jun 08 |
261,997 187,602 - |
- - - - |
- - - - |
- - - - |
- - - - |
- - - - |
22,704 15,137 - - |
|
Trevor Schultz Executive Director of Operations (4) |
31 Dec 10 30 Jun 10 30 Jun 09 30 Jun 08 |
294,321 457,400 370,098 - |
360,000 - - - |
54,594 80,604 68,081 - |
- - 1,000,000 - |
- - - - |
- - - - |
- - - - |
|
Mark Di Silvio Chief Financial Officer (5) |
31 Dec 10 30 Jun 10 30 Jun 09 30 Jun 08 |
173,917 305,680 278,172 - |
- - - - |
32,094 58,104 52,325 - |
- 350,000 250,000 - |
- - - - |
- - - - |
- - - - |
|
Heidi Brown Company Secretary |
31 Dec 10 30 Jun 10 30 Jun 09 30 Jun 08 |
100,384 186,382 186,214 95,833 |
150,000 - - 30,000 |
- 36,275 10,586 - |
- - - 250,000 |
- - - - |
- - - - |
8,100 14,175 13,500 11,325 |
Notes:
(1) Fringe Benefits Tax ("FBT") or income tax paid on behalf of the employee. FBT is an Australian tax payable by employers for benefits paid to an Australian employee or the employee's associate. FBT is separate from income tax and is based on the taxable value of the various benefits provided.
(2) The options issued vest and are exercisable over a period of 12 months, with fifty percent (50%) vesting and exercisable after six months and the other 50% vesting and exercisable after 12 months from the date of issue. The options have a term of three years.
(3) Mr Michael joined the Company on 03 March 2010 as Chief Executive Officer.
(4) Mr Schultz joined the Company as a Non Executive Director on 20 May 2008 and was appointed Executive Director of Operations on 15 August 2008.
(5) Mr Di Silvio joined the Company on 25 July 2008 as Chief Financial Officer.
(6) The Company has amended the closing date of its financial year from 30 June to 31 December. The financial year ending 31 December 2010 represents the six month period from 01 July to 31 December 2010. The prior year comparative data represents the twelve month movement through to 30 June of each year.
Stock Options
No options to purchase or acquire Ordinary Shares under the Employee Option Plan, which was adopted in November 2006, were issued during the financial period ended 31 December 2010 to the Named Executive Officers.
The Company recently sought and received shareholder approval of the Executive Director Loan Funded Share Plan 2011 and the Employee Loan Funded Share Plan 2011. 3,000,000 shares and 5,742,500 shares respectively have been issued under these plans at the date of this report (please see the Company's press release dated 22 March 2011 for more information).
The following table sets out information concerning the exercise of options by the Named Executive Officers during the financial period ended 31 December 2010 and the value of unexercised options held by the Named Executive Officers as at 31 December 2010.
Aggregated Option Exercises during the Most Recently Completed Financial Period and Financial Period-End Option Values
|
NEO Name |
Ordinary Shares Acquired on Exercise (#) |
Aggregate Value Realised (C$) |
Number of Unexercised Options at 31 December 2010 |
Value of Unexercised in-the-money Options at 31 December 2010 |
||
|
Exercisable (#) |
Unexercisable (#) |
Exercisable (C$) |
Unexercisable (C$) |
|||
|
Josef El-Raghy Chairman |
- |
- |
- |
- |
- |
- |
|
Harry Michael Chief Financial Officer |
- |
- |
- |
- |
- |
- |
|
Trevor Schultz Executive Director of Operations |
- |
- |
1,000,000 |
- |
2,780,000 |
- |
|
Mark Di Silvio Chief Financial Officer |
125,000 |
322,500 |
475,000 |
- |
1,320,500 |
- |
|
Heidi Brown Company Secretary |
250,000 |
665,000 |
- |
- |
- |
- |
Option Repricings
No options held by a Named Executive Officer have been repriced downward at anytime during the most recently completed financial year-end.
Termination of Employment, Change in Responsibilities and Employment Contracts
During the financial period ended 31 December 2010, the Company was a party to employment contracts with each of Messrs Josef El-Raghy, Harry Michael, Trevor Schultz, Mark Di Silvio and Mrs. Heidi Brown. The compensation of Messrs Josef El-Raghy, Harry Michael, Trevor Schultz and Mark Di Silvio, and Mrs. Heidi Brown during the financial year is set out in the Summary Compensation Table above. Remuneration and other terms of employment for the following directors and executives are formalised in employment contracts, the terms of which are set out below:
Josef El-Raghy, Chairman
- term: 3 years (expiring 01 September 2013), 6 months notice of termination period
- base salary: A$600,000 (net of taxes in Egypt) pa, reviewed annually by the Nomination and Remuneration Committee
- in the event of a change of control of the Company, Mr El-Raghy shall be entitled to receive a payment of 24 months
remuneration
Harry Michael, Chief Executive Officer
- term: 3 years (expiring 03 March 2013), 6 months notice of termination period
- base salary: A$550,000 including superannuation, reviewed annually by the Nomination and Remuneration Committee
- in the event of a change of control of the Company, Mr Michael shall be entitled to receive a payment of 24 months
remuneration
Trevor Schultz, Executive Director of Operations
- term: 3 years (expiring 15 August 2011), 3 months notice of termination period
- base salary: A$550,000 (net of taxes in Egypt) pa, reviewed annually by the Nomination and Remuneration Committee
Mark Di Silvio, Chief Financial Officer (appointed 25 July 2008)
- term: 2 years (expiring 25 July 2012), 3 months notice of termination period
- base salary: A$325,000 (net of taxes in Egypt) pa, reviewed annually by the Nomination and Remuneration Committee
- in the event of a change of control of the Company, Mr Di Silvio shall be entitled to receive a payment of 12 months
remuneration
Heidi Brown, Company Secretary
- term: 2 years (expiring 01 August 2012), 3 month notice of termination period
- base salary: A$180,000 + 9% superannuation, reviewed annually by the Nomination and Remuneration Committee
The employment contracts described above do not provide for entitlement to compensation for termination of employment apart from compensation payable up to and including the date of termination and all payments due by virtue of accrued leave, unless otherwise disclosed. Except for such contracts and the payment of director's fees, there are no service contracts of any director or officer of the Company and there is no arrangement or agreement made between the Company and any of its Named Executive Officers pursuant to which a payment or other benefit is to be made or given by way of compensation in the event of that officer's resignation, retirement or other termination of employment, or in the event of a change of control of the Company or a change in the Named Executive Officer's responsibilities following such change of control.
All Non Executive Directors have signed letters of appointment, under which their term of appointment is contingent on satisfactory performance and re-election at least every three years under Clause 50 of the Company's Constitution at forthcoming AGMs. The Directors have recently opted to comply with paragraph B.7.1 of the UK Corporate Governance Code, which requires all directors of FTSE 350 companies to be subject to annual election by shareholders. The Directors that are not subject to rotation under the Company's Constitution, will voluntarily offer themselves for rotation and re-election.
The table below shows each Non Executive Director and the date of the last AGM at which they were the subject of re-election.
|
Non Executive Director |
Date of last AGM at which they were the subject of re-election |
|
G. Robert Bowker |
09 November 2010 (Professor Bowker has voluntarily offered himself for re-election at this AGM) |
|
Colin Cowden |
09 November 2010 (Mr Cowden will retire at the conclusion of this Meeting) |
|
Thomas Elder |
27 November 2009 (Dr Elder will retire at the conclusion of this Meeting) |
|
Mark Arnesen |
N/A (subject to re-election at this AGM) |
|
Mark Bankes |
N/A (subject to re-election at this AGM) |
|
Gordon Edward Haslam |
N/A (subject to re-election at this AGM) |
Composition of the Nomination and Remuneration Committee
At 31 December 2010, the Nomination and Remuneration Committee was composed of Dr Tom Elder (Chairman), Mr Colin Cowden and Professor Robert Bowker, each of whom was an unrelated, non executive director of the Company.
At the date of this report, the Nomination and Remuneration Committee comprises Mr Edward Haslam (Chairman), Mr Mark Arnesen and Professor Robert Bowker, all independent Directors of the Company.
Report on Executive Compensation
This Report explains the Board's policies relating to remuneration of directors and executives, discusses the relationship between these policies and the Company's performance, and sets out remuneration details for each director and senior executive.
A major review of the policy, strategy and structure of the remuneration of the Company was undertaken during the financial period. The policy and strategy are described below and it is the intention that these will apply during the current financial year.
Philosophy
The remuneration philosophy is designed on the following principles:-
· shareholders' interests are best served by remuneration packages which have a large emphasis on performance related pay;
· emphasis on performance will encourage the Executives to focus on delivering the business strategy;
· the structure of the package will ensure fair reward for performance such that exceptional remuneration will only be justified where performance is exceptional; and
· collective working amongst the executive directors and senior management team will lead to enhanced performance and a stronger management team as well as talent management.
Strategy
The Company's reward strategy is to use the reward tools described below for the executive directors and senior management in a way that achieves a reward that is fair and reasonable and reflects the performance of the business and the reward that shareholders in the Company achieve. The Nomination and Remuneration Committee looks at the totality of the reward potential in reaching decisions about remuneration.
1. Payment of a base salary
Salaries are reviewed annually and reflect the relative skills and experience of, and contribution made by, the individual. This fixed element of our remuneration packages is competitive, but not excessive, against the markets in which the Company competes for talent.
2. Payment of an annual performance bonus
The annual bonus for the executive directors is based upon a combination of share price, financial and production targets (as detailed below) selected to support the short and medium term performance of the business. For senior management the annual bonus is based upon the delivery of business performance and is set on a role by role basis.
3. Long term share based rewards
Shareholders approved a new Executive Director Loan Funded Share Plan and a new Employee Loan Funded Share Plan at a General Meeting of Shareholders on Tuesday, 15 February 2011. The Plans are designed to link the interests of the directors and employees with those of shareholders together with long-term organisational interests. Details of both plans can be found in the Notice of General Meeting which was posted to all registered shareholders on Friday, 14 January 2011, and are available upon request.
4. Benefits and pensions
Other benefits include expatriate medical insurances, payment of Egyptian taxes for expatriate employees and in few instances, spousal travel.
Non executive directors receive annual fees within an aggregate Directors' fee pool limited to an amount which is approved by shareholders. The Committee reviews and recommends, for Board approval, remuneration levels and policies for Directors within this overall Directors' fee pool. The fees which are paid are also periodically reviewed. During the period, the remuneration structure for non executive directors was as follows:-
- Annual Base Fee A$40,000 per annum
- Chairman of a Board Committee A$10,000 per annum
- Member of a Board Committee A$ 5,000 per annum
These amounts include any statutory superannuation payments where applicable. The exception to this is Professor Bowker who is paid A$100,000 per annum (including superannuation and committee fees), due to the additional time required to attend meetings on behalf of, or in connection with, the Company in Egypt.
No increase in non executive director fees was awarded during the financial period, however, an increase is proposed as per Resolution 6 of the Meeting.
There are no schemes for retirement benefits other than statutory superannuation for Australian resident directors and senior management, currently Mr Harry Michael, Professor Robert Bowker, Mr Colin Cowden and Mrs Heidi Brown.
There is no Board policy in relation to limiting the recipient exposure to risk in relation to securities. In addition, there are no schemes for retirement benefits other than statutory superannuation for independent directors.
Performance Graph
The following graph (please refer to the version on the Company's website) compares the yearly percentage change in the Company's cumulative total shareholder return on its Ordinary Shares with the cumulative total return of the S&P/TSX Composite Index, the ASX All Ordinaries Index and the FTSE 100 Index over the past five years assuming $100 was invested on 30 June 2005. Dividends declared on Ordinary Shares are assumed to be reinvested. The Ordinary Share performance as set out in the graph does not necessarily indicate future price performance.
|
|
June 2007 |
June 2008 |
June 2009 |
June 2010 |
December 2010 |
|
Centamin Egypt Limited |
100.00 |
114.71 |
162.75 |
253.92 |
272.55 |
|
S&P/TSX Composite Total Return Index |
100.00 |
106.75 |
79.33 |
88.81 |
107.18 |
|
FTSE AIM All-Share Total Return Index |
100.00 |
80.14 |
44.94 |
56.74 |
80.32 |
|
S&P/ASX All Ordinaries Accumulation Index |
100.00 |
87.88 |
68.42 |
77.85 |
89.10 |
Notes:
1. Due to the Company's decision to change its year end from 30 June to 31 December, the most recently completed financial year in the performance graph is the six month financial year from 01 July 2010 to 31 December 2010. On 06 November, 2009, the Ordinary Shares were listed on the LSE, and were no longer listed on the AIM. On 29 January 2010, the Ordinary Shares were delisted from the ASX at the Company's request. Ordinary Shares commenced trading on the TSX on 05 April 2007 at a price of C$0.90 per share. On 30 June 2007, the price of Ordinary Shares listed on the TSX was C$1.02 per share, on 30 June 2008, the price was C$1.17 per share, on 30 June 2009, the price was C$1.66 per share, on 30 June 2010, the price was C$2.59 per share and on 31 December, 2010, the price was C$2.78 per share.
2. The Company has amended the closing date of its financial year from 30 June to 31 December. The December 2010 figures above represent the six month period from 01 July to 31 December 2010. The prior year comparative data represents the twelve month movement through to 30 June of each year.
Compensation of Directors
During the financial period ended 31 December 2010, the following Non Executive Directors of the Company have received a cash payment, in the following amounts, in connection with the services they have provided to the Company:
|
Name of Director |
Amount of Compensation (A$) |
|
Herbert Stuart Bottomley (1) |
27,500 |
|
Graeme Robert Tangye Bowker |
50,000 |
|
Colin Neil Cowden (2) |
27,500 |
|
Thomas Gee Elder (2) |
27,500 |
Notes:
(1) Mr. Bottomley resigned from the Board effective 02 February 2011.
(2) Mr Cowden and Dr Elder will retire at the conclusion of the Meeting.
Indebtedness of Directors and Executive Officers
None of the directors or senior officers of the Company, or associates or affiliates of the foregoing persons are indebted to the Company or have been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.
Directors' and Officers' Liability Insurance
The Company maintains liability insurance for its directors and officers acting in their respective capacities in an aggregate amount of A$10,000,000, subject to a A$250,000 deductible for liability incurred in the United States of America, and a A$25,000 deductible for the rest of the world. The premium paid by the Company for this coverage was A$26,783.
Equity Compensation Plans
The following table sets out information concerning the number and price of Ordinary Shares to be issued under equity compensation plans to employees and others.
|
Plan Category |
Number of Securities to be Issued upon Exercise of Options (as at 31 December 2010)
(a) |
Weighted - Average Exercise Price of Outstanding Options (as at 31 December 2010) (A$)
(b) |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in (a)) (as at 31 December 2010) (c) |
|
Options issued under the Employee Option Plan 2006 (approved by Shareholders) |
1,695,000 |
1.4189 |
- |
|
Other options issued (1) (approved by Shareholders) |
1,630,150 |
1.2704 |
- |
|
Total |
3,325,150 |
1.3334 |
- |
Note: (1) 1,630,150 options were issued pursuant with the agreement with Macquarie Bank Limited to provide a corporate loan facility of up to US$25 million (as announced on 02 April 2009). Those options are exercisable any time on or before 31 December 2012. As at 31 December 2010, none of these options had been exercised.
Options were previously issued to Directors and senior management under the Employee Option Plan 2006 (previously under the Employee Option Plan 2002) as part of their remuneration. The Company has not issued any options under the plan since 06 August 2009 and there is no current intention to issue any further options under the Plan.
Shareholders approved a new Executive Director Loan Funded Share Plan 2011 and a new Employee Loan Funded Share Plan 2011 at a General Meeting of Shareholders on Tuesday, 15 February 2011. The Plans are designed to link the interests of the Executive Directors and employees with those of shareholders together with long-term organisational interests. Details of both plans can be found in the Notice of General Meeting which was posted to all registered shareholders on Friday, 14 January 2011, and are available upon request.
INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Other than as disclosed in this Circular, no director or senior officer of the Company or any shareholder holding, on record or beneficially, directly or indirectly, more than 10% of the issued Ordinary Shares, or any of their respective associates or affiliates, had any material interest, directly or indirectly, in any material transaction with the Company within the three years preceding the date of this Circular or in any proposed transaction which has materially affected or would materially affect the Company.
STATEMENT OF CORPORATE GOVERNANCE PRACTICES
The Board of Directors of Centamin Egypt Limited is responsible for the corporate governance of the consolidated entity. The Board guides and monitors the business and affairs of Centamin Egypt Limited on behalf of the shareholders by whom they are elected and to whom they are accountable.
The Board is fully committed to the principle of best practice in corporate governance. This report describes, amongst other things, how the Company has applied the main principles of the Financial Reporting Council's new UK Corporate Governance Code ("the Code"), which is deemed to apply to the current financial period given it began on or after 29 June 2010. Unless disclosed below, the Code and the best practice recommendations of the Toronto Stock Exchange and those prescribed under National Policy 58-201 - Corporate Governance Guidelines ("NP 58-201") have been applied for the entire financial period ended 31 December 2010. Since migrating to the main market of the London Stock Exchange on 06 November 2009, the Company has also adhered to the provisions of the Model Code. Where there has been any variation from the recommendations, those practices continue to be the subject of the scrutiny of the full Board.
Copies of the current Board and Committee Charters and Policies are available on the Company's website www.centamin.com. A copy of the Code is available at www.frc.org.uk.
The Company's principal activity and strategy is the exploration and development of precious and base metals, production of gold and ongoing development at the Sukari project.
Board Composition:
The Board comprised of seven Directors during the reporting period, and currently nine Directors, of whom the Chairman, the Chief Executive Officer and the Executive Director of Operations are the only Executive Directors. The UK Corporate Governance Code and NP 58-201 favour that the Chairman be an independent Director. However, as the Executive Chairman, Mr Josef El-Raghy, has been primarily based in Egypt during the Company's development, where his knowledge of the Company's project, the Egyptian culture and government contacts are invaluable, the Board believes that it is appropriate in the Company's circumstances that his role and status continues to be both as an Executive and as Chairman. Major shareholders were consulted before Mr El-Raghy transitioned from Managing Director/CEO to Chairman on 03 March 2010.
The period of office held, skills, experience and expertise relevant to the position of each Director who is in office at the date of the Annual Report, their attendances at meetings and their term of office are detailed in the Directors' Report, which forms part of the Annual Report.
The names of the Directors of the Company in office at the date of this statement are:
|
Name |
Position |
Committees |
|
Josef El-Raghy |
Chairman |
- |
|
Harry Michael |
Chief Executive Officer |
- |
|
Trevor Schultz |
Executive Director of Operations |
- |
|
G Edward Haslam |
Senior Independent Non Executive Director |
Audit and Risk Committee Nomination and Remuneration Committee Compliance / Corporate Governance Committee |
|
Mark Arnesen |
Independent Non Executive Director |
Audit and Risk Committee Nomination and Remuneration Committee HSES Committee |
|
Mark Bankes |
Independent Non Executive Director |
Audit and Risk Committee Compliance / Corporate Governance Committee HSES Committee |
|
Colin N Cowden |
Independent Non Executive Director |
- |
|
Thomas G Elder |
Independent Non Executive Director |
- |
|
G Robert T Bowker |
Independent Non Executive Director |
Nomination and Remuneration Committee Compliance / Corporate Governance Committee HSES Committee |
Josef El-Raghy, Colin Cowden and Robert Bowker are also Directors of the wholly owned subsidiary companies, Pharaoh Gold Mines NL, Viking Resources Ltd, and North African Resources NL. Josef El-Raghy and Tom Elder are also Directors of the wholly owned subsidiary, Centamin Limited. External Directorships of the Company's Directors are detailed in the Directors' Report.
Non Executive Directors have the right to seek independent professional advice in the furtherance of their duties as Directors, at the Company's expense. Written approval must be obtained from the Chief Executive Officer prior to incurring expenses on behalf of the Company.
When determining whether a Director is independent, the Board has established a Directors' Test of Independence Policy, which is based predominantly on the definition of independence as defined in Canadian Securities Administrators' Multilateral Instrument 52-110 ("MI 52-110"), and is available on the Company's website or upon request. The criteria in MI 52-110 are mandatory and are more stringent in certain respects than the independence criteria suggested by the Code. Based on this Policy, the majority of the Board are considered by the Board to be independent Non Executive Directors. The Board considered that Mr Cowden is independent in character and judgment, notwithstanding the length of his tenure on the Board. Furthermore, the Board believes that Mr Cowden's financial expertise and experience has provided a valuable contribution to the deliberations and operations of the Board and certain Committees. In addition, the Board considers that Dr Tom Elder is independent in character and judgment, notwithstanding his previous participation in the Company's Employee Option Plan.
The Directors are aware of the need for the composition of Board to evolve with the development of the Company, and have commenced revising the composition of the Board, beginning with the appointment of Mr Arnesen, Mr Bankes and Mr Haslam. Mr Colin Cowden and Dr Thomas Elder will be retiring at the conclusion of the Meeting.
The Company's Constitution requires one-third of the Directors (or, if their number is not a whole multiple of three, then the number nearest to but not exceeding one-third) to retire from office at every Annual General Meeting, provided that no Director may retain office without re-election for more than three years or until the third Annual General Meeting following his appointment, whichever is the longer, without submitting himself for re-election. The Directors have recently opted to comply with paragraph B.7.1 of the UK Corporate Governance Code, which requires all directors of FTSE 350 companies to be subject to annual election by shareholders. The Directors that were not subject to rotation under the Company's Constitution, have voluntarily offered themselves for rotation and re-election.
Meetings of Independent Directors:
Mr Stuart Bottomley was the Company's Senior Independent Director from 26 August 2009 until 02 February 2011. Mr Bottomley was responsible for meeting with other Non Executive Directors and major shareholders on a regular basis, and chaired meetings of the Company's independent Directors, who meet at least once a year without the non-independent Directors and members of management present. Following Mr Bottomley's resignation, Mr Haslam was appointed the Company's Senior Independent Director on 22 March 2011. Although the Company has not implemented formal structures or procedures for the independent functioning of the Board of Directors, the Board of Directors believes that it operates independently of management.
Position Descriptions:
The roles of Chairman and Chief Executive Officer are strictly separated as defined in the Company's Board Charter and their individual employment contracts. Below are extracts from both employment contracts.
v Harry Michael, CEO
"3.1 Duties
Throughout the Term, the Employee shall assume and discharge his duties and in so doing shall use his best endeavours to promote, develop and extend the business of the Employer and Pharaoh and to further their prosperity and reputation.
Without in any way countering any other executive responsibilities which the Employee may reasonably be expected to perform as one of the key executives of the Company, your duties will include the following:·
· Responsibility for Operations and Financial Performance
· Providing clear leadership to the Executives and Employees
· Preparing strategy, plans, objectives etc. and implementing them
· Submitting acquisition / investment proposals and implementing them
· Developing organisation structures and succession planning
· Together with Chairman, communicating to investors etc.
As a member of the executive team and member of the Centamin Board you may be appointed as part of your responsibilities to be a member of any sub committee of the Board and be required to contribute substantially to the business planning and strategic initiatives needed to advance the Company's long-term goals and to preserve its status as a well regarded corporate citizen and mid tier gold producer.
Subject to regular shareholder approval you shall be appointed and remain on the Board of Centamin Egypt Limited.
Various performance standards and goals will be agreed with you, consistent with your responsibilities and duties."
v Josef El-Raghy, Chairman
"3.1 Duties
Throughout the Term, the Employee shall assume and discharge his duties and in so doing shall use his best endeavours to promote, develop and extend the business of the Employer and Pharaoh and to further their prosperity and reputation.
In essence, while the CEO leads internally, as Chairman you will be expected to support the CEO and add value in strategy and structure, while ensuring that the Company is represented with integrity and influence to institutions, analysts and other stakeholders.
Specific duties can be summarised as follows:
· Maintaining consistent strategic input
· Enhancing the standing of the Company among its stakeholders
· Negotiating with Egyptian authorities at national and local level
· Chairing the Board and AGMs
· Running the Board and ensuring its effectiveness in all aspects of its role, including regularity and frequency of meetings
· Setting the Board agenda, taking into account the issues and concerns of all the Board members
· Recommending to the Board the appointment/dismissal of the Chief Executive and non executive directors
· Ensuring that the Directors receive accurate, timely and clear information on the Company's performance
· Overseeing of regulatory and compliance issues
· Ensuring the Board is balanced and annually reviewing its performance
· Identifying and securing potential acquisition opportunities to enhance the Company's long term growth
Subject to regular shareholder approval you shall be appointed and remain on the Board of Centamin Egypt Limited.
Various performance standards and goals will be agreed with you, consistent with your responsibilities and duties."
The Company intends to develop formal written position descriptions for the Chair of each Board committee.
Mandate/Charter of the Board of Directors:
The Board of Directors supervises the management of the business and affairs of the Company. The Board of Directors assumes responsibility for the stewardship of the Company, and the functions the Company has established that are reserved to the Board include:
· Strategic Planning: The Board of Directors regularly reviews and approves strategic plans and initiatives of the Company at Board of Directors meetings, and otherwise as required.
· Risk Assessment: The Board of Directors has primary responsibility to identify principal risks in the Company's business and ensure the implementation of appropriate systems to manage these risks. See "Managing Risks" below.
· Succession Planning: The Board of Directors is responsible for succession planning, including the appointment, training and monitoring of senior management.
· Communications:The Board of Directors oversees the Company's public communications with shareholders and others interested in the Company.
· Internal Controls: The Board of Directors and the Audit and Risk Committee of the Board of Directors oversee the Company's internal control and management information systems.
In addition to its general oversight responsibilities, significant transactions out of the ordinary course of the Company's business or which may be material to the Company are considered and approved by the Board of Directors. The Board of Directors generally has at least six regularly scheduled meetings in each financial year. Additional meetings may be held depending upon opportunities or issues to be dealt with by the Company from time to time. During the financial period 31 December 2010, the Board of Directors held three (3) meetings, and considered and passed eight (8) circular resolutions pursuant to the Company's Constitution.
A full copy of the Company's Board Charter is available on the Company's website or upon request.
Orientation and Continuing Education:
The Company's formal orientation or education program for new Directors begins with new Board members receiving an orientation package which includes reports on operations and results, and public disclosure filings by the Company. Board meetings are combined with presentations by the Company's management and employees to give the Directors additional insight into the Company's business. In addition, management of the Company makes itself available for discussion with all members of the Board of Directors. New Board members are also encouraged to broaden their skills and knowledge by undertaking continuing education.
Managing risks:
The Board meets regularly to evaluate, control, review and implement the Company's operations and objectives.
Regular controls established by the Board include:
· timely and detailed monthly financial and operational reporting;
· implementation of operating plans, cash flows and budgets by management and Board monitoring of progress against projections; and
· procedures to allow Directors, and management in the furtherance of their duties, to seek independent professional advice via the utilisation of various external technical consultants.
The Board is responsible for reviewing and approving the Company's risk management strategy, policy and key risk parameters, including determining the Group's appetite for country risk and major investment decisions. Management reports to the Board on the Company's key risks and the extent to which it believes these risks are being managed. This is performed periodically. The Board is also responsible for satisfying itself that management has developed and implemented a sound system of risk management and internal control. Management is responsible for designing, implementing, reviewing and providing assurance as to the effectiveness of the Policy. This responsibility includes developing business and functional risk identification, specific risk treatment, controls, monitoring and reporting capability. A standardised approach to risk assessment is used to ensure that risks are consistently assessed and reported to an appropriate level. The Board regularly discusses risks associated with the Company's business and operations along with the Company's risk tolerance. The Company has developed a series of operational risks which the Company believes to be inherent to the Company. These operational risks are summarised in the Management, Discussion and Analysis section of the Annual Report. Mitigation and optimisation strategies are considered equally important in risk management.
The Risk Management Policy is available on the Company's website or upon request.
Monitoring of the Board's performance
In order to ensure that the Board continues to discharge its responsibilities in an appropriate manner, the performance of all Directors is constantly reviewed by the Chairman. The Company established a formal process for evaluation of the Board, the Board members, or Board committees in August 2010. A formal Board evaluation questionnaire was drafted and delivered to each member of the Board for completion. The questionnaire covered questions on the structure of the Board, the selection of management, strategy determination, etc, as well questions on each Director's personal contribution to the board and the Company's Committees. The completed questionnaires were provided to the Chairman for review and subsequent discussion. The Company did not utilise any external search consultancy or open advertising during this process, however, it will consider doing so in due course.
Nomination and Remuneration Committee and policies:
At the date of this report, the Nomination and Remuneration Committee comprises Mr Edward Haslam (Chairman), Mr Mark Arnesen and Professor Robert Bowker, all independent Directors of the Company.
The Committee's primary functions are to:-
(a) make recommendations to the Board on:-
i) The Company's remuneration, recruitment, retention, termination, superannuation and incentive policies and procedures for Directors and senior executives;
ii) The Employee Option Plan;
iii) The development of a process for evaluation of the performance of the Board, its committees and Directors.
(b) Review the necessary and desirable competencies, skills, knowledge and experience of Directors;
(c) Review the Board succession plans; and
(d) Make recommendations for the appointment, re-election and removal of Directors to/from the Board.
The Board believes that whilst the Company has the correct number of independent Non Executive Directors located in different jurisdictions, a single committee combining both nomination and remuneration functions, rather than separate committees, is appropriate in the Company's circumstances, as this allows committee meetings to be held in an efficient manner and on a timely basis.
The Nomination and Remuneration Committee establishes guidelines for the future nomination and selection of potential new Directors. The full Board (subject to members voting rights in general meeting) is ultimately responsible for selection of new members and has regard to a candidate's experience and competence in areas such as mining, exploration, geology, finance, administration and other areas of relevance that can assist the Company in meeting its corporate objectives and plans.
Under the Company's current Constitution:
· the maximum number of Directors on the Board is ten;
· a Director may not retain office for more than three years without submitting for re-election;
· at the Annual General Meeting (AGM) each year effectively one third of the Directors in office retire by rotation and must seek re-election by shareholders (for further information on Code compliance, please refer to the heading "Board Composition above); and
· any Director appointed by the Board must have their election confirmed by shareholders at the next AGM.
Non Executive Directors who have served more than nine years on the Board are subject to annual re-election at the Company's AGM. Where a Non Executive Director has served six years or longer on the Board, their re-election will be subject to particularly rigorous review and will take into account the need for progressive refreshing of the Board.
The Company has established a Remuneration Policy which sets out the structure of the remuneration of key senior executives, Executive Directors, Non Executive Directors, termination, disclosure of remuneration etc. The Board has also established a Selection, Appointment and Re-Appointment of Directors Policy which details the procedures for the selection, appointment, re-appointment and evaluation of the Company's Directors. The Committee considers both policies before making recommendations to the Board on nomination and remuneration matters. Both Policies, along with the Nomination and Remuneration Committee Charter are available on the Company's website or upon request.
All compensation arrangements for Directors and senior executives are determined by the Committee and approved by the Board, after taking into account the current competitive arrangements prevailing in the market.
The amount of remuneration for all Directors including the full remuneration packages, comprising all monetary and non-monetary components of the Executive Directors and executives, are detailed in the Directors' Report, which forms part of the Annual Report. Non Executive Directors receive annual fees within an aggregate Directors' fee pool limited to an amount which is approved by shareholders. The Board Nomination and Remuneration Committee reviews and recommends, for Board approval, remuneration levels and policies for Directors within this overall Directors' fee pool. The fees which are paid are also periodically reviewed. The current annual fee for Non Executive Directors is a base fee of A$40,000 per annum. Due to the additional time required, the Chairperson of the Board's various Committees receives an additional fee (currently A$10,000) for Chairing that Committee, and the members of each committee also receive an additional fee (currently A$5,000) for being a Committee member. These amounts include any statutory superannuation payments where applicable. The exception to this is Professor Bowker who is paid A$100,000 per annum (including superannuation and committee fees), due to the additional time required to attend meetings on behalf of, or in connection with, the Company in the Middle East. If the proposed increase detailed in Resolution 6 is approved, the Company intends to amend the non executive director fee structure to the following:-
- Annual Base Fee GBP 50,000 per annum
- Senior Independent Director GBP 10,000 per annum
- Chairman of a Board Committee GBP 10,000 per annum
- Member of a Board Committee GBP 5,000 per annum
Although no formal written policy has been established, the senior executives are responsible for:-
· developing corporate strategy, performance objectives, business plans, budgets etc for review and approval by the Board;
· managing the day to day business of the Company;
· managing the risk and compliance frameworks including reporting to the Board and, where necessary, the market;
· appointing staff, evaluating their performance and training requirements as well as development of Company policies; and
· ensuring all available information in connection with items to be discussed at a meeting of the Board is provided to each Director prior to the meeting.
The Chief Executive Officer is responsible for ensuring senior executives properly discharge the responsibilities delegated and for keeping the Board informed on these matters.
The performance of senior executives is evaluated by the Nomination and Remuneration Committee, often taking into account recommendations from the Chief Executive Officer and/or Chairman. The Board can exercise its discretion in relation to approving incentives, bonuses and options and can recommend changes to the Committee's recommendations. All executives receive base salary and superannuation (if applicable) and in some cases, performance incentives and fringe benefits. These packages are reviewed on an annual basis. All remuneration paid to executives is valued at the cost to the Company and is measured in accordance with the applicable accounting standards.
The performance of our senior executives was evaluated in the current financial period by the Nomination and Remuneration Committee. The Committee reviewed recommendations received from the Chairman, considered the performance of the senior executive, his/her current contract, and whether a bonus and/or the grant of employee options was warranted. In the previous financial year, the Board believed it to be appropriate to base performance on how well the executive performs his/her role, and not necessarily base it on the Company meeting financial objectives. The Company has now established a structured short term incentive scheme, details of which can be found in the Remuneration Report contained in the Annual Report.
Directors, executives and employees have in the past been invited to participate in the shareholder approved Employee Option Plan. Separate shareholder approval was sought before any Director could be issued options. Shares issued were valued as the difference between the market price of those shares and the amount paid by the Executive. Options were valued using the Black-Scholes methodology. The Company ceased issuing options under the Employee Option Plan in August 2009. The Company recently sought and received shareholder approval of the Executive Director Loan Funded Share Plan 2011 and the Employee Loan Funded Share Plan 2011.
Non Executive Directors have long been encouraged by the Board to hold shares in the Company to align their interests more closely to those of the Company's shareholders, however, share ownership is not enforced by the Company.
The Board expects that the remuneration structure that is implemented will result in the Company being able to attract and retain the best executives to manage the economic entity. It will also provide the Executives with the necessary incentives to work to grow long-term shareholder value. Please refer to the Remuneration Report which forms part of the Directors' Report for information on remuneration paid to Directors and executives during the financial year.
There are no schemes for retirement benefits other than statutory superannuation for Non Executive Directors.
Compliance / Corporate Governance Committee:
As at the date of this report, the Compliance / Corporate Governance Committee comprised of Mr Mark Bankes (Chairman), Mr Edward Haslam and Professor Robert Bowker, all independent Directors of the Company.
The Committee assists the Board in fulfilling its fiduciary responsibilities by making recommendations to the Board with respect to the formulation or re-formulation of and implementation, maintenance and monitoring of the Company's Corporate Compliance Program and Code of Conduct as may be modified, supplemented or replaced from time to time, designed to ensure compliance with corporate governance policies and legal rules and regulations. Fundamental to the Company's corporate governance policy and practice is that all Directors and employees reflect the Company's key values of accountability, fairness, integrity and openness. The Committee oversees the Company's activities in the area of corporate compliance that may impact the Company's business operations or public image, in light of applicable government and industry standards, legal and business trends and public policy issues. It will pay particular attention to health and safety, environmental, archaeological and social responsibility issues addressed by the Company.
Audit and Risk Committee:
As at the date of this report, the Audit and Risk Committee comprised of Mr Mark Arnesen (Chairman), Mr Mark Bankes and Mr Edward Haslam, all independent Directors of the Company. The responsibilities of the Audit and Risk Committee are laid out in its charter, and amongst other things, includes the responsibility to ensure that an effective internal control framework exists within the entity, and to review quarterly, half yearly and annual financial statements for submission to the Board for approval. The Committee receives regular reports from management and external auditors on accounting and internal control matters. This includes the safeguarding of assets, the maintenance of proper accounting records, the need for an internal audit function and the reliability of financial information as well as non-financial considerations. The Audit and Risk Committee will also recommend the appointment, and will review the fees, of external auditors. The Committee and the Board reviewed the need for an internal audit function during the year and resolved not to implement an internal audit function at the time, being that the Company has a single operation in one country.
All Audit and Risk Committee members are required to be financially literate as per the definition of financial literacy contained in section 1.5 of Multilateral Instrument 52-110. For the purposes of that instrument, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.
A copy of the Audit and Risk Committee Charter is available on the Company's website or upon request.
External auditors:
The auditors of the Company, Deloitte Touche Tohmatsu ("Deloitte"), have open access to the Board of Directors at all times. Deloitte have audited the Company and its subsidiaries for a number of years and have adopted a policy of rotating audit partners every five years. The last rotation of the audit partner occurred during the financial year ended 30 June 2009.
Deloitte do attend the Company's Annual General Meeting and it is consistent with their current business practice, and is in accordance with s250RA of the Corporations Act 2001.
It is the Company's policy to put the Company's audit out to tender at least every five years.
Securities Trading Policy:
The Company has adopted a formal Securities Trading Policy restricting Directors, senior executives and employees from acting on material information until it has been released to the market in accordance with the requirements of continuous disclosure. Directors and senior management of LSE listed companies are restricted in a number of ways, by statute, common law and by the Model Code to deal in the Company's securities. This rule imposes restrictions beyond those imposed by law in that the Directors and certain employees and persons connected with them do not abuse and do not place themselves under suspicion of abusing price-sensitive information that they have or are thought to have, especially in periods leading up to announcement of results (close periods). The Company's Securities Trading Policy is available on the Company's website or upon request.
Commitment to stakeholders & ethical standards:
The Board supports the highest standards of corporate governance and requires its members and the management and staff of the Company to act with integrity and objectivity in relation to:
· Compliance with laws and regulations affecting the Company's operations;
· Listing rules, the UK Corporate Governance Code, and NP 58-201;
· Employment practices;
· Responsibilities to the community;
· Responsibilities to the individual;
· The environment;
· Conflict of interests;
· Confidentiality;
· Ensure that shareholders and the financial community are at all times fully informed in accordance with the spirit and letter of the Model Code and the Canadian Securities Administrators' National Instrument 51-102;
· Corporate opportunities or opportunities arising from these for personal gain or to compete with the Company;
· Protection of and proper use of the Company's assets; and
· Active promotion of ethical behaviour.
The Company has a formal Code of Conduct, which all Directors, employees and contractors are required to observe, and a range of corporate policies which detail the framework for acceptable corporate behaviour. These set out the procedures that personnel are required to follow in a range of areas, including compliance with the law, dealing with conflicts of interest, use of knowledge and information, gifts and entertainment, responsibility to shareholders and the financial community etc. The Company's policies are reviewed periodically.
A copy of the Code of Conduct is available on the Company's website or upon request.
Communication to shareholders:
The Board of Directors aims to ensure that shareholders are provided with important information in a timely manner through written and electronic communications. It is for this reason that the Company established a Shareholder Communications Policy.
The Board of Directors aims to ensure that the shareholders, on behalf of whom they act, are informed of all information necessary to assess the performance of the Company. Information is communicated to the shareholders through:
· the Annual Report;
· the Annual Information Form;
· the availability of the Company's Quarterly Report, Half-Yearly Report and other announcements distributed to shareholders so requesting;
· adherence to continuous disclosure requirements;
· webcasts of the Company's quarterly results;
· the Annual General Meeting and other meetings called to obtain shareholder approval for Board action as appropriate; and
· the provision of the Company's website containing all of the above mentioned reports and its constant update and maintenance.
The Chairman, CEO and other Directors, communicate with major shareholders on a regular basis in the way of face to face contact, telephone conversations, and analyst and broker briefings, to help better understand the views of the shareholders. Any material feedback is then discussed at Board level.
The Board recognises the importance of keeping the market fully informed of the Company's activities and of communicating openly and clearly with all stakeholders. The Company established a formal Continuous Disclosure Policy to ensure that this occurs. The Policy is designed to ensure compliance with the listing rules in all jurisdictions in which the Company is listed. A copy of this Policy is available on the Company's website or by request.
In accordance with the Policy, Company information considered to be material is announced immediately to the LSE and TSX. All key communications are placed immediately on the Company website, and when necessary, provided directly to shareholders. As part of the move to the Main Market of the London Stock Exchange, the Company now complies with the various obligations imposed on it pursuant to the Disclosure Rules and the Transparency Rules ("DTRs").
Health Safety Environmental and Social ("HSES") Committee:
The Company established a new HSES Committee on 31 March 2011. A formal charter had not yet been established at the date of this report.
Statement by the Chief Executive Officer and Chief Financial Officer
The Board receives written assurance from the Chief Executive Officer and Chief Financial Officer to confirm that to the best of their knowledge and belief, the group's financial position presents a true and fair view and that the financial statements are founded on a sound system of risk management, internal compliance and control. Further, it is confirmed that the group's risk management and internal compliance is operating efficiently and effectively. The Board notes that due to its nature, internal control assurance from the Chief Executive Officer and Chief Financial Officer can only be reasonable rather than absolute, and therefore is not and cannot be designed to detect all weaknesses in control procedures.
ADDITIONAL INFORMATION
Additional information relating to the Company can be found on the Company's website at www.centamin.com or on SEDAR at www.sedar.com. Financial information is provided in the Company's audited consolidated financial statements as at and for the financial period ended 31 December 2010 and management's discussion and analysis of such financial results, which can be found in the Company's annual report to shareholders and which has also been filed on SEDAR. Copies of these documents, as well as this Circular and the Annual Information Form are available on SEDAR and will be available upon request from the Company Secretary.
The Company Secretary can be contacted at Centamin Egypt Limited, 57 Kishorn Road, Mount Pleasant, Western Australia 6153, or via facsimile + 61 8 9316 2650.
DOCUMENTS ON DISPLAY
Copies of the following documents will be available for inspection at the Company's registered office, located at 57 Kishorn Road, Mount Pleasant, Western Australia 6153, Australia, from 21 April 2011 until the time of the Meeting and at the Meeting venue itself for at least 15 minutes prior to the Meeting until the end of the Meeting:
· service contracts of executive directors of the Company; and
· letters of appointment of the non executive directors of the Company.
DIRECTORS' APPROVAL
The contents and the sending of this Circular have been approved by the Board of Directors of the Company.
Dated 14 April 2011
BY ORDER OF THE BOARD OF DIRECTORS
Josef El-Raghy
Chairman
This information is provided by RNS
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