ANNUAL%20REPORT%202015%20eng

Directors’ Report
ER pledged its 4,207,500 common shares, being 16.46% of the common shares held by it in IMC pursuant to
the Share Pledge between Energy Resources LLC and EBRD dated 24 June 2013 to secure loan repayment
obligation of IMC in proportion to its equity interest in IMC.
The total amount of indebtedness covered with the above pledges is USD744.8 million as at 31 December 2015.
EMOLUMENT POLICY
The emolument policy of the Group is set to (1) recruit, retain and motivate qualified and experienced staff,
including directors and senior management, (2) apply a responsible and sustainable remuneration practice that is
determined by reference to the performance of the individual, the operational and financial results of the Group,
and is in line with the market practice and conditions, (3) ensure that no individual participates in deciding his/her
own remuneration, and (4) ensure that the base salary levels and annual incentives are competitive in the market
and comparable to the similar jobs in the peer companies.
The emolument of executive directors and senior management of the Group is determined by the remuneration
committee of the Board, the emolument of non-executive directors and independent non-executive directors is
recommended by the remuneration committee of the Board and determined by the Board and the emolument of
staff is determined by the group management.
In addition to a base salary, the emolument of staff and directors and senior management is structured to include
bonuses (such as a discretionary bonus), and benefits.
The Company has a Share Option Scheme to provide a long-term incentive and an opportunity for employees of
the Group to acquire an equity participation in the Company. On 10 June 2015, the Company granted another
60,000,000 and 94,750,000 Share Options to a Director and employees respectively at the exercise price of
HKD0.445.
The required competencies, skills and performance of the individual concerned and the specific role and
responsibilities of the relevant position are considered in determining the emolument of an individual director or
member of senior management.
RETIREMENT SCHEME
The Group participates in retirement benefit schemes pursuant to the relevant labour rules and regulations
of Mongolia, the country of operation, whereby the Group is required to make contributions to the retirement
schemes at a rate of 7% of the eligible employees’ salaries. Based on collective agreement signed in 2013 and
outcome of meeting with officials from Ministry of Mining, Labour Union and the employers’ representatives of
mining industry, each employee who retires from mining industry shall receive payment equal to double of the
minimum wage of the industry multiplied by the number of years worked in the mining industry.
The Group has no other retirement schemes beyond the retirement contributions described above. Particulars of
the retirement scheme are set out in note 6 to the consolidated financial statements.
PRE-EMPTIVE RIGHTS
There are no provisions for pre-emptive rights under the Articles or relevant laws of the Cayman Islands where
the Company is incorporated which would oblige the Company to offer new shares on a pro-rata basis to existing
shareholders.
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Annual Report 2015