Page 29 - Bauxite Resources Annual Report 2014

Annual Report 2014 Bauxite Resources | 27
DIRECTORS’ REPORT
Directors’ Report cont.
27 Bauxite Resources Annual Report 2014
Proposed Shareholder Claim
On 10 September 2014, the Company executed a conditional agreement to settle that claim, prior to any proceedings having
been commenced. The claim was proposed on behalf of individuals and entities (described in the claim as group members)
who acquired shares in the Company in the October 2009 placement of 60 million shares at $0.95 each. It included allegations
that the Company engaged in misleading and deceptive conduct in marketing the 2009 placement. A separate claim was
foreshadowed in respect of certain of the group members’ on-market purchases.
Subject to certain conditions being met by the group members including a vote by them to accept the settlement, the Company
will pay $5.25 million, without any admission of liability. The remaining terms of the settlement are confidential. If the settlement
proceeds, both of the claims will be resolved.
Except for the Capital Return, and the Proposed Shareholder Claim no other matters or circumstance have arisen since 30 June
2014 which significantly affected or could significantly affect the operations of the consolidated group in future financial years.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Group is subject to environmental regulation in respect to its exploration activities. The Group aims to ensure the
appropriate standard of environmental care is achieved, and in doing so, that it is aware of and is in compliance with all
environmental legislation. The directors of the Group are not aware of any breach of environmental legislation for the year under
review.
REMUNERATION REPORT
The remuneration report is set out under the following main headings:
A Principles used to determine the nature and amount of remuneration
B Details of remuneration
C Service agreements
D Share-based compensation
E Equity instrument disclosures relating to key management personnel
F Performance based remuneration
G Loans to key management personnel
H Other transactions with key management personnel
I Additional information
The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act
2001.
A Principles used to determine the nature and amount of remuneration
Remuneration Policy
The remuneration policy of the Company has been designed to align director and executive objectives with shareholder and
business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key
performance areas affecting the Company’s financial results. The Board believes the remuneration policy to be appropriate and
effective in its ability to attract and retain the best executives and directors to run and manage the Company.
The Board’s policy for determining the nature and amount of remuneration for Board members and senior executives of the
Company is as follows:
The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was
developed by the Board. All executives receive a base salary, which is based on factors such as responsibilities and experience.
The executives of the Company outside the directors are also eligible to participate in the Company’s Performance Rights Plan
as approved by Shareholders in November 2013. The Board reviews executive packages annually by reference to the
Company’s performance, executive performance and comparable information from industry sectors and other listed companies
in similar industries.