Avocet Mining PLC Prospectus December 2011

c105718pu070 Proof 5: 7.12.11_13:45 B/L Revision:
7. Directors’ and Senior Managers’ service agreements, remuneration and other matters
(a) Service agreements and letters of appointment
The terms of the Directors’ and Senior Managers’ service agreements are summarised below:
Table 20: Summary of the Directors’ and Senior Managers’ service contracts
Chairman
Russell Edey
Position
Chairman and Non-Executive
Director
Date of
contract
Notice period
Base Salary
£
Bonus
opportunity
08-Jul-10 12 months 110,000 nil
Executive Directors
Brett Richards Chief Executive Officer 10-Sept-10 12 months*** 300,000 50% of base
salary
Mike Norris Finance Director 14-Nov-06 12 months*** 250,000 50% of base
salary
Non-Executive Directors
Harald Arnet Non-Executive Director 26-Jan-10 12 months 40,000 nil
Robert Pilkington Non-Executive Director 30-Mar-04 12 months 40,000 nil
Mike Donoghue Non-Executive Director 11-Jul-06 12 months 40,000** nil
Barry Rourke Non-Executive Director 08-Jul-10 12 months 50,000 nil
Senior Managers
Jim Wynn Company Secretary 17-Nov-08 six months* 140,000 nil
Richard Gray Executive Vice President 24-Jun-09 six months 225,000 20% of base
salary
Peter Flindell Executive Vice President 17-Jun-08 six months 218,750 20% of base
salary
* Jim Wynn’s notice period will increase to at least 12 months’ notice in the event that the Company is approached by another party
in relation to a change of control.
** Mike Donoghue is entitled an additional fee of £1,000 per day for the chairmanship of the technical committee.
*** The notice period under the service agreements of both Brett Richards and Mike Norris is 12 months if notice is given by the
Company but six months if notice is given by the relevant Director.
The biographies of Avocet Mining’s Directors and Senior Managers are set out in paragraph 1 of
Part II ‘‘Information on the Group’’
Service agreements – Executive Directors
The employment of Brett Richards is for an indefinite period and may be terminated by the
Company with 12 months’ notice. Alternatively, the Company has the right to terminate his
employment at any time with immediate effect by paying a sum equal to the full remuneration base
salary in lieu of any unexpired period of notice. No other payments are made for compensation for
loss of office unless otherwise agreed by the Remuneration Committee.
The employment of Mike Norris is until the last day of the month following his 65th birthday by
reason of retirement unless otherwise agreed; and may be terminated by the Company with 12
months’ notice. Alternatively, the Company has the right to terminate his employment at any time
with immediate effect by paying a sum equal to the full remuneration base salary in lieu of any
unexpired period of notice. No other payments are made for compensation for loss of office unless
otherwise agreed by the Remuneration Committee.
Service agreements – Chairman and Non-Executive Directors
The Chairman and other Non-Executive Directors have employment contracts which may be
terminated by either party with 12 months’ written notice. The Chairman and other Non-Executive
Directors hold office in accordance with the Company’s Articles of Association and are subject to the
provisions of the Articles of Association dealing with retirement and appointment of Directors and
vacation of office in certain circumstances. The Company holds a discussion prior to each reappointment
and, if agreed by the Company and approved by Shareholders at the Company’s Annual
General Meeting, the employment of the Chairman and other Non-Executive Directors will be
renewed when applicable until the next Annual General Meeting.
Share benefits
In addition to the base salaries set out in Table 20, the Directors and Senior Managers have been
made discretionary awards under a number of plans including cash bonuses, a Share Bonus Plan,
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