Annual Report 2010 - Ophir Energy

The remuneration of the Executive and Non Executive Directors for the year ended 31 December 2010 is detailed below and
summarised in note 5 to the Financial Statements.
BASE
SALARY/FEES
US$
BONUS
US$
PENSION/
SUPER-
ANNUATION
US$
TERMINATION
BENEFIT
US$
OTHER
BENEFITS
US$
TOTAL
2010
US$
TOTAL
2009
US$
Nicholas Smith 151,243 - - - - 151,243 115,096
Alan Stein 847,405 65,346 22,999 - 12,373 948,123 755,654
Jonathan Taylor 626,324 49,014 64,698 - 5,998 746,034 745,383
John Lander 1 100,828 - - - - 100,828 93,956
Dennis McShane 100,828 - - - - 100,828 93,956
Lyndon Powell 2 100,828 - - - - 100,828 93,956
Harak Banthia - - - - - - -
Michael Cohen - - - - - - -
Jaroslaw Paczek - - - - - - -
Rajan Tandon - - - - - - -
35
Ophir energy plc | 2010 ANNUAL REPORT
Governance | Directors’ Remuneration Report
Mikki Xayiya - - - - - - -
Peter Thomas 3 182,487 - 12,553 376,930 14,376 586,346 40,130
TOTAL 2,109,943 114,360 100,250 376,930 32,747 2,734,230 1,938,131
NOTES:
1 Salary/Fees includes payments made to Vectis Petroleum Limited,
a company associated with Mr Lander, for the provision of
Mr Lander’s services as a Director.
2 Salary/Fees includes payments made to Barbican Global Limited,
a company associated with Mr Powell, for the provision of
Mr Powell’s services as a Director.
3. Excludes Share Based Payments Charge of US$109,244 (2009:
US$31,020) relating to options issued to Mr Thomas in the previous
year in respect of the period from 1 January 2010 to the date of
termination of Mr Thomas’ employment on 14 June 2010, at which
date the options lapsed.
Directors’ Contracts
Executive Directors
Dr Stein has an employment contract with the Company
and Ophir Services, a subsidiary of the Company. The
contract does not provide for a specific term. Ophir Services
may terminate Dr Stein’s employment by giving not less
than 12 months’ written notice (or, at its absolute discretion,
by making payment in lieu of notice) and Dr Stein may
terminate his employment by giving not less than 6 months’
written notice. The notice periods reflect the view of the
Directors that the services of Dr Stein are key to the success
of Ophir.
Mr Taylor has a service agreement with the Company. The
contract does not provide for a specific term. The Company
may terminate Mr Taylor’s employment by giving not less
than 12 months’ written notice (or, at its absolute discretion,
by making payment in lieu of notice) and Mr Taylor may
terminate his employment by giving not less than 6 months’
written notice. The notice periods reflect the view of the
Directors that the services of Mr Taylor are key to the
success of Ophir.
Non Executive Directors
Each of Mr Xayiya (Mvelaphanda representative), Mr Cohen
(OZ Funds representative), Messrs Banthia and Tandon
(Mittal Group representatives) and Mr Paczek (Oil & Gas
Exploration representative) hold office by virtue of various
relationship agreements between the shareholder entities
they represent and the Company. No representative Director
(or the entity he represents) receives any remuneration for
his services as a Director or is entitled to any payment on
termination of his services as a Director.
The letters of appointment of the independent Non
Executive Directors, Messrs Smith, Lander, McShane
and Powell do not provide for specific terms, periods of
notification of termination or entitlement to payment on
termination, however there is an expectation that all
independent Directors will serve for a period until at least
the Company’s fourth Annual General Meeting after their
appointment took effect.
Messrs Lander’s and Powell’s services as Directors of the
Company are provided under a contract between the
Company and Vectis Petroleum Limited (a company
controlled by Mr Lander) and Barbican Global Limited
(a company controlled by Mr Powell) respectively.
By order of the Board
John Lander
Chairman, Remuneration Committee
28 March 2011