Ophir Energy plc Annual Report and Accounts 2011

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48 Ophir Energy plc Annual Report 2011 Remuneration Report continued Executive Directors: Service Contracts and Remuneration Dr Stein has a rolling term employment contract with the Company and Ophir Services Pty Limited, a subsidiary of the Company. Ophir Services may terminate Dr Stein’s employment by giving not less than 12 months’ written notice and Dr Stein may terminate his employment by giving not less than six months’ written notice. In November 2011, Dr Stein notified the Company that he would resign, under the terms of his contract, at the conclusion of the Company’s AGM in 2012. Mr Taylor has a rolling term service agreement with the Company. The Company may terminate Mr Taylor’s employment by giving not less than 12 months’ written notice and Mr Taylor may terminate his employment by giving not less than six months’ written notice. Dr Cooper has a rolling term service agreement with the Company. From appointment to February 2012, both the Company and Dr Cooper could terminate the service agreement by giving not less than 12 months’ written notice. In March 2012, Dr Coopers service agreement was aligned with that of the other Executive Directors, whereby the Company may terminate Dr Coopers employment by giving not less than 12 months’ written notice and Dr Cooper may terminate his employment by giving not less than six months’ written notice. Following her appointment as a Director, Ms Holm had a rolling term service agreement with the Company. During the first 12 months of employment, the Company was entitled to terminate Ms Holm’s appointment by giving not less than six months’ written notice and Ms Holm was entitled to terminate her appointment by giving not less than three months’ written notice. After 12 months of employment, these periods would have risen to 12 months’ written notice and six months’ written notice respectively. The service contracts each contains a payment in lieu of notice provision together with a provision enabling the relevant employer to put the Executive Director on garden leave for up to six months at any time after notice to terminate the service contract has been given by the Executive Director or the relevant employer or the Executive Director has resigned without giving due notice and the relevant employer has not accepted the resignation. Any payment in lieu of notice is limited to basic salary for Dr Stein, Mr Taylor and Dr Cooper. Any payment in lieu of notice for Ms Holm was limited to basic salary and pension contributions only. The service contracts of Dr Stein Mr Taylor and, with effect from March 2012, Dr Cooper provide that if within three months of a Change of Control of the Company, the relevant employer and the Executive Director have failed to agree new terms and conditions of employment, then the relevant employer shall be deemed to have terminated the service contract immediately and the Executive Director will be entitled to be paid 12 months’ basic salary. The Executive Directors will not be entitled to any other payment or notice or payment in lieu of notice in addition to this Change of Control payment. A summary of the terms of the service contracts of Executive Directors as at 20 April 2012 is set out below: Name Continuous employment Contract date Notice by Company Notice by Executive Dr Alan Stein 1 May 2004 10 October 2007 12 months 6 months Jonathan Taylor 1 June 2004 16 October 2007 12 months 6 months Dr Nicholas Cooper 1 June 2011 26 May 2011 12 months 6 months
49 Ophir Energy plc Annual Report 2011 Copies of the service agreements for Executive Directors, together with the letters of appointment for the Non- Executive Directors detailed below, are available for inspection during normal business hours at the Company’s registered office. With the prior permission of the Board, Executive Directors are permitted to accept external directorships and to retain any fees payable in respect of those roles. Under this policy Dr Stein serves as Chairman of Neon Energy Limited, an unrelated entity listed on the Australian Stock Exchange, for which he received remuneration of US$ 56,810 (2010: US$45,997). Non-Executive Directors: Letters Of Appointment And Fees The letters of appointment for the independent Non-Executive Directors being Messrs Smith, Blakely, Lander, McShane, Powell and Spink do not provide for specific terms of appointment, termination notification periods or entitlement to payment on termination. However there is an expectation that all independent Directors will serve for an initial three year term. The Company may terminate the appointment under each letter of appointment if the independent Non-Executive Director has committed a serious or repeated breach or non-observance of his obligations to the Company. Prior to 7 July 2011, the services of Messrs Lander and Powell were provided under contracts between the Company and Vectis Petroleum Limited (a company controlled by Mr Lander) and Barbican Global Limited (a company controlled by Mr Powell) respectively. Thereafter, Messrs Lander and Powell received letters of appointment from the Company. The fees for the Company’s Chairman and independent Non-Executive Directors are determined by the Board as a whole (with the relevant individuals absenting themselves from discussions relating directly to their own remuneration). Remuneration paid to independent Non-Executive Directors is set at a level to attract persons with the necessary experience and ability to make a significant contribution to the Company’s operations. Remuneration levels are agreed based on external advice and give consideration to the time commitment and responsibilities of the role. The fees for Non-Executive Directors were reviewed during 2011 to take account of the Company’s successful IPO and entry into the FTSE 250. The Board’s policy in relation to the fee payable to the Chairman of the Board is that it should be comparable to the median fee payable for non-executive chairmen of companies of a comparable size and complexity. In addition, Non-Executive Directors’ fees were reviewed to take account of the additional time commitment and responsibility required following Admission. As a result, with effect from 13 July 2011, the fees payable to the Chairman and the independent Non-Executive Directors were revised as follows: Pre 13 July 2011 Chairman’s fee: £90,000 per annum Non-Executive Director £60,000 basic fee: per annum Committee Chairmanship fee: Post 13 July 2011 £140,000 per annum £70,000 per annum Nil £5,000 per annum An additional one-off fee of £14,000 was paid to Mr McShane during the year in relation to the increased time commitment given and duties undertaken in relation to the reconstitution of the post-IPO Board. Mr Tandon, Non-Executive Director representing the Mittal Group, together with the former Non-Executive Directors who represented major shareholders being Mr Xayiya (representing Mvelaphanda), Mr Cohen (representing OZ Funds), Mr Banthia (representing Mittal Group) and Mr Paczek (representing Oil & Gas Exploration), holds or held office by virtue of a relationship agreement between the entity represented and the Company. No representative Director (or the entity represented) receives or received any remuneration for their services as Directors or is or was entitled to any payment on termination of their services as Directors. The Chairman and Non-Executive Directors are not entitled to participate in the Company’s executive remuneration programmes or pension arrangements. During the year, the Company did not issue options to any of the Non-Executive Directors nor to any entity in which a Non-Executive Director is deemed to be interested. BUSINESS REVIEW GOVERNANCE FINANCIAL STATEMENTS
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Ophir Energy plc Annual Report and Accounts 2011

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