Ophir Energy plc Annual Report and Accounts 2011

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50 Ophir Energy plc Annual Report 2011 Remuneration Report continued Part B: Audited Information Directors’ Fees and Emoluments Salaries, fees and benefits paid to the Executive and Non-Executive Directors for the year ended 31 December 2011 are detailed below: Director US$’000 Base Salary/Fees Bonus Pension/ Superannuation Termination Payments Other Benefits Chairman & Executive Directors Nicholas Smith 177 – – – – 177 151 Dr Alan Stein 952 271 26 – – 1,249 948 Dr Nicholas Cooper (from 1 June 2011) 340 – 2 37 – 5 382 – Jonathan Taylor 770 168 2 47 – 5 990 746 Non-executive Directors Ronald Blakely 52 – – – – 52 – John Lander 104 – – – – 104 101 Dennis McShane 1 126 – – – – 126 101 Lyndon Powell 104 – – – – 104 101 Patrick Spink 52 – – – – 52 – Rajan Tandon – – – – – – – Former Directors B. Yvonne Holm (26 May to 2 December 2011) 270 – 38 722 3 1,033 – Arun Balakrishnan – – – – – – – Harak Chand Banthia – – – – – – – Michael Cohen – – – – – – – John Morgan 44 – – – – 44 – Jaroslaw Paczek – – – – – – – Mikki Xayiya – – – – – – – Notes: 1 Includes one-off fee of £14,000 in relation to additional duties undertaken during the reconstitution of the post-IPO Board. 2 As indicated above, post year end, Mr Taylor was awarded an annual term bonus for 2011 of £365k and Dr Cooper a bonus of £260k for the period he worked for the Company in 2011. Total 2011 Total 2010 Ms Holm’s service agreement with the Company was terminated pursuant to an agreement dated 1 December 2011. As part of the terms agreed between the Company and Ms Holm in respect of her departure, Ms Holm was paid a termination payment of £462,621. The 500,000 share options granted to Ms Holm on 8 March 2011 pursuant to the 2006 Plan lapsed upon her departure. However, pursuant to the rules of the LTIP, Ms Holm retains an interest in the shares which were awarded to her under the LTIP subject to the satisfactory completion of the LTIP performance conditions. Ms Holm was not paid an annual bonus. Directors’ Pension Arrangements Dr Stein, Dr Cooper and Mr Taylor do not participate in a Group pension scheme. The Company contributes the greater of the statutory minimum or 11% of basic salary into Dr Cooper’s and Mr Taylor’s personal pension arrangements and, in respect of Dr Stein, into an applicable superannuation fund. Where the level of contribution is higher than that which is eligible for tax relief, the excess can be converted into additional salary. In 2011, both Dr Stein and Mr Taylor elected to convert part of their entitlements in this way .
51 Ophir Energy plc Annual Report 2011 Directors’ Interests in Shares and Ordinary Shareholdings The Company has adopted a policy requiring all Executive Directors to hold a substantial number of shares in the Company, being equivalent in value to 100% of their annual salary. Until the required holding is achieved, Executive Directors will be expected to retain (net of any shares sold to meet tax liabilities or Director exercise costs) at least 50% of shares resulting from the exercise of share options granted on or after 1 January 2011 and shares received under the Long- Term Incentive Plan. The beneficial interests of the Directors in the ordinary shares of the Company as at 31 December 2011 are: As at 1 January 2011 (or later date of appointment) Acquisitions Disposals As at 31 December 2011 Dr Alan Stein 1 7,303,792 0 1,083,326 6,220,466 Jonathan Taylor 2 6,836,320 0 0 6,836,320 Nicholas Smith 48,000 60,000 0 108,000 Dr Nicholas Cooper 7 0 120,000 0 120,000 Ronald Blakely 3 0 12,000 0 12,000 John Lander 4 7 8 152,000 20,000 0 172,000 Dennis McShane 5 104,000 0 0 104,000 Lyndon Powell 24,000 0 0 24,000 Patrick Spink 0 40,000 0 40,000 Rajan Tandon 6 0 0 0 0 1 Dr A. Stein and members of his family are the legal and beneficial owners of 5,697,140 ordinary shares. Dr Stein is the sole beneficial owner of an indirect interest in 523,326 ordinary shares held by Haroma Pty Ltd. 2 Includes 101,080 ordinary shares Mr Taylor holds on trust for his children. 3 Mr Blakely and members of his family hold a beneficial interest in 12,000 ordinary shares. The legal interest is held by Hanover Nominees. 4 Mr Lander and members of his family hold a beneficial interest in 172,000 ordinary shares. The legal interest is held by WB Nominees Ltd. 5 Mr McShane holds a beneficial interest in 104,000 ordinary shares. The legal interest is held by Greenwood Nominees Limited. 6 Mr Tandon holds a non-beneficial interest in shares in the Company by virtue of his employment by Mittal, the holder of 41,163,790 ordinary shares in the Company. Mr Jaroslaw Paczek (alternate Director for Mr Tandon) holds a non-beneficial interest in shares of the Company by virtue of his directorship in a consultancy providing services to Kulczyk Investments S.A., an affiliate of the Kulczyk Group, the holder of 40,433,833 ordinary shares in the Company. 7 The interests of Dr Cooper and his family and of Mr Lander and his family increased by 572 and 21,960 shares respectively, to 120,572 and 193,960 ordinary shares respectively, following completion of the acquisition of Dominion Petroleum Limited on 3 February 2012. 8 The interests of Mr Lander and his family increased to 223,960 ordinary shares following the acquisition of a further 30,000 shares on 29 March 2012. BUSINESS REVIEW GOVERNANCE FINANCIAL STATEMENTS
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Ophir Energy plc Annual Report and Accounts 2011

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