BISICHI MINING PLC ANNUAL REPORT 2017
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Governance Annual remuneration report<br />
Element Purpose Policy Operation Opportunity and performance conditions<br />
Share<br />
Options<br />
To provide<br />
executive directors<br />
with a long-term<br />
interest in the<br />
company<br />
Non-executive directors<br />
Base<br />
salary<br />
Pension<br />
Benefits<br />
Share<br />
Options<br />
To recognise:<br />
Skills<br />
Experience<br />
Value<br />
Granted under existing<br />
schemes (see page 37)<br />
Considered by the board on<br />
appointment.<br />
Set at a level considered<br />
appropriate to attract, retain<br />
and motivate the individual.<br />
Experience and time required<br />
for the role are considered on<br />
appointment.<br />
No pension offered<br />
No benefits offered except<br />
to one non-executive director<br />
who is eligible for health<br />
cover (see annual<br />
remuneration report<br />
page 36)<br />
Non-executive directors do<br />
not participate in the share<br />
option schemes<br />
Offered at appropriate times by<br />
the remuneration committee<br />
Reviewed annually<br />
The committee retains the<br />
discretion to approve changes<br />
in contractual benefits in<br />
exceptional circumstances or<br />
where factors outside the control<br />
of the Group lead to increased<br />
costs (e.g. medical inflation)<br />
Entitlement to share options is not subject to any<br />
specific performance conditions.<br />
Share options will be offered by the remuneration<br />
committee as appropriate.<br />
The aggregate number of shares over which<br />
options may be granted under all of the<br />
company’s option schemes (including any options<br />
and awards granted under the company’s<br />
employee share plans) in any period of ten years,<br />
will not exceed, at the time of grant, 10% of the<br />
ordinary share capital of the company from time<br />
to time. In determining the limits no account shall<br />
be taken of any shares where the right to acquire<br />
the shares has been released, lapsed or has<br />
otherwise become incapable of exercise.<br />
The company currently has two Share Option<br />
Schemes (see page 37). The performance conditions<br />
for the 2010 scheme requires growth in net assets<br />
over a three year period to exceed the growth in the<br />
retail price index by a scale of percentages. For the<br />
2012 scheme the remuneration committee has the<br />
ability to impose performance criteria in respect of<br />
any new share options granted, however there is<br />
no requirement to do so. There are no performance<br />
conditions attached to the options already issued<br />
under the 2012 scheme.<br />
No individual director will be awarded a base<br />
salary in excess of £40,000 per annum.<br />
No specific performance conditions are attached<br />
to base salaries.<br />
The costs associated with the benefit offered is<br />
closely controlled and reviewed on an annual basis.<br />
No director will receive benefits of a value in<br />
excess of 30% of his base salary.<br />
No specific performance conditions are attached<br />
to contractual benefits.<br />
In order to ensure that shareholders have sufficient clarity over director remuneration levels, the company has, where possible, specified a maximum<br />
that may be paid to a director in respect of each component of remuneration. The remuneration committee consider the performance measures<br />
outlined in the table above to be appropriate measures of performance and that the KPI’s chosen align the interests of the directors and shareholders.<br />
For details of remuneration of other company employees can be found in Note 28 to the financial statements.<br />
42 Bisichi Mining <strong>PLC</strong>
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