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RAREX LIMITED — Annual Report 2014
Oct 19, 2014
65681_rns_2014-10-19_db8c2d18-c453-4867-bc08-3b18a754d112.pdf
Annual Report
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ANNUAL REPORT 2014 ACN 105 578 756
CORPORATE DIRECTORY
DIRECTORS
Dr. Michael Etheridge Non‐Executive Chairman
Mr. Gordon Barnes Managing Director
Dr. James Macdonald Non‐Executive Director (Technical)
LAWYERS
Holborn Lenhoff Massey 3rd Floor, Irwin Chambers 16 Irwin Street Perth, Western Australia, 6000
Watson Mangioni Level 13 50 Carrington Street Sydney, New South Wales, 2000
Ms. Natalie Forsyth‐Stock Executive Director (Financial)
SHARE REGISTRY
COMPANY SECRETARY
Mr. Rowan Caren
CHIEF FINANCIAL OFFICER
Ms. Natalie Forsyth‐Stock
Security Transfer Registrars 770 Canning Highway Applecross Western Australia 6153
Telephone: +61 8 9315 2333 Facsimile: +61 8 9315 2233
PRINCIPAL PLACE OF BUSINESS
3 Corporation Place Orange, New South Wales, 2800
Telephone: (02) 6361 1285 Facsimile: (02) 6361 1202 Website: www.clancyexploration.com
AUDITOR
Ernst & Young Ernst & Young Centre 680 George Street Sydney New South Wales 2000
REGISTERED OFFICE
255 Hay Street Subiaco, Western Australia, 6008
ASX CODE CLY
INDEX
Chairman’s Address ......................................................................................................................................... 2 Operations Report ........................................................................................................................................... 3 Directors' Report .......................................................................................................................................... 10 Auditor's Independence Declaration ........................................................................................................... 20 Statement of Comprehensive Income ......................................................................................................... 21 Statement of Financial Position ................................................................................................................... 22 Statement of Changes In Equity .................................................................................................................. 23 Statement of Cash Flows ............................................................................................................................. 24 Notes to the Accounts ................................................................................................................................. 25 Directors' Declaration .................................................................................................................................. 61 Independent Auditor's Report ..................................................................................................................... 62 ASX Additional Information . .......................................................................................................................... 64 List of Mineral Tenements ............................................................................................................................. 66 Corporate Governance Statement ................................................................................................................ 67
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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity
2014
CHAIRMAN’S LETTER
Dear Fellow Shareholders,
On behalf of the board, I would like to present to you the 2014 Annual Report for Clancy Exploration Limited (“Clancy”).
As you will be aware, the Company has changed its balance date from 31 December to 30 June in order to match its financial and tax year ends and thereby minimise duplication. As a result of this change, this is the second annual report you will have received in the last six months but henceforth this will revert to an annual basis at this time of year.
Six months ago, when I last reported to you, we were hopeful that our two year search for a more advanced project with existing mineralised drill intersections was nearing completion. Such a “flagship” project is seen by the board as a catalyst to raise the capital required to advance its business and deliver value to shareholders. Earlier this year shareholders approved the acquisition of 100% of ABM Resources Limited’s exploration tenement interests in the North Arunta Project Region in the Northern Territory. However, in a deteriorating market, we were not able to obtain funding to support the acquisition and therefore the Board has been compelled to abandon these particular plans.
The inability to raise the required funding was frustrating in that our broker advisors had been confident throughout the process that funding would be available. Ultimately it transpired that funding of the scale needed (approximately $4 million) is not currently available for projects such as the North Arunta package.
During the year, the Company continued to manage exploration on properties in NSW where joint venture partners are farming in. These joint ventures have ensured that funding continues to be available for each of these projects, while allowing Clancy to drive exploration towards testing the best possible targets.
Mitsubishi Materials Corporation of Japan (MMC) has continued to fund exploration at Cundumbul, and Genaren. To the end of June 2014 MMC had contributed approximately A$1.96 million to the exploration effort. MMC is to spend a total of $3 million over three years to earn an interest.
Kaizen Discovery Inc has continued to fund exploration at the Fairholme project. Kaizen has earned a 49% interest in the property by spending an initial $1,000,000 which included completing an IP survey over a 74km[2] area using HPX’s proprietary Typhoon system. Kaizen is to spend an additional $4 million over two years to earn a further 16%.
We trust that as investors and shareholders you will continue to support Clancy over the coming year during which we look forward to delivering on our strategy. The Company has the necessary ingredients of a cohesive, technically adept board and management, sufficient funding and a compact capital structure which will allow it to acquire a quality project.
I would like to take this opportunity to thank Gordon Barnes, the staff in Orange and my fellow directors for their efforts over the past year.
Yours sincerely,
Dr. Mike Etheridge Chairman
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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity
2014
OPERATIONS REPORT
This operations report covers the six months from January to June 2014. The operations report for the previous period is contained in the 2013 annual report which was provided to shareholders on 2 April 2014.
New South Wales Projects
Clancy’s tenement portfolio in NSW consists of 10 exploration projects covering 1,563km[2] in the Lachlan Fold Belt, which hosts several large porphyry copper‐gold deposits in the Macquarie Arc, including the world class deposits in the Cadia Valley near Orange. Clancy’s targeting indicates that the geological environment within the Macquarie Arc projects is prospective for porphyry copper‐ gold deposits. Clancy also has projects outside of the Macquarie Arc that are prospective for gold, base metals and molybdenum.
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Location of Clancy projects in central NSW.
The Clancy portfolio in NSW consists of 7 wholly owned projects and 3 joint venture projects all of which are managed by Clancy. A total of 2,878m of drilling was completed on the NSW project portfolio in the six months to 30 June 2014.
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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity
2014
OPERATIONS REPORT
Condobolin EL7399
(Clancy 100%)
Condobolin EL7399 is located in the central west of NSW immediately north of the Condobolin township. Condobolin has a substantial mining history, predominantly as a base metals field (lead, zinc and copper), as well as gold. The mineralisation is hosted in epithermal‐style quartz veins within the metasedimentary units of the Ordovician Girilambone Group, associated with pyrite, sphalerite, galena, chalcopyrite, arsenopyrite and free gold.
Significant findings to date have:
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confirmed the presence of a low sulphidation epithermal system;
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demonstrated that the mineralised system is polymetallic with significant drill intercepts in gold, silver, lead, zinc and copper across multiple prospects (see below);
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determined that the alteration and geochemical footprint of the system is 3km x 3km;
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identified that the system coincides with a ~20km diameter gravity anomaly which may be associated with a deep intrusive unit at the intersection of major regional faults; and
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shown that the host of the mineralisation is a volcanic sandstone which may be equivalent to the well mineralised Mineral Hill Volcanics further to the north.
Significant drill results at Condobolin include:
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Meritilga – where a high‐grade gold lens up to 5m true width remains open up and down dip and visible gold is present adjacent to historic workings:
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4m @ 20 g/t Au, 0.26% Cu, 30.2 g/t Ag from 75m[1] ;
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10m @ 5.78 g/t Au & 26.79 g/t Ag from 80m[2] ; and
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15m @ 2.76 g/t Au & 8.78 g/t Ag from 90m[2] .
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Phoenix – where gold and zinc intercepts are open to the south and down dip: 8m @ 3.7 g/t Au from 59m[3] ; and 8m @ 3.73 g/t Au from 72m[3] .
A review of all work completed to date is underway and further work is planned in 2014‐2015.
Fairholme EL6552 and EL6915
(NSW, Clancy 51%; Kaizen Discovery Inc 49%, earning 65% and funding 100%)
Clancy formed a joint venture with High Power Exploration Inc. (HPX) on the Fairholme project in 2013. Under the terms of the Agreement, HPX had the right to earn an initial 49% of the Fairholme project by funding A$1 million in exploration, which has now been completed. HPX transferred its JV interest to a majority owned listed subsidiary Kaizen Discovery Inc. (Kaizen) in late 2013. Kaizen has the right to fund a further A$4 million in exploration over the subsequent two years with the aim of delineating a scoping study to take Kaizen’s stake to 65%.
Clancy will manage the project on behalf of the joint venture partners during the first two earn‐in phases. Kaizen can increase its stake to 80% or 85% by funding a Prefeasibility Study, depending on the cost of the study.
The Fairholme project is located about 12 km NE of Burcher and 12km north of the Cowal gold mine. The project consists of two tenements, EL6552 and EL6915 that cover 172km[2] of the Fairholme
1 Detailed drill results are contained in ASX release dated 20 March 2012.
2 Detailed drill results are contained in ASX release dated 17 June 2013.
3 Detailed drill results are contained in ASX release dated 23 March 2011.
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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity
2014
OPERATIONS REPORT
Igneous Complex. The geophysical characteristics of the Fairholme Igneous Complex are similar to the Cowal Complex to the south, which hosts the Cowal gold mine (Barrick) and the Marsden copper‐gold prospect (Newcrest).
A 100m line‐spaced heli‐borne magnetic survey (1,990 line kilometres) covering the entire project area, was completed in the June 2014 quarter. This high‐resolution survey will assist with target definition.
In 2013, HPX completed a gradient array Induced Polarisation survey using HPX’s proprietary Typhoon system. A number of chargeable anomalies were defined that require higher resolution 3D Induced Polarisation follow‐up to provide targets for deeper drilling. A Typhoon 3D Induced Polarisation survey commenced in the June 2014 quarter and was successfully completed in the September 2014 quarter. Data processing and interpretation are currently in progress, however preliminary results are highly encouraging and follow‐up diamond drilling of defined targets will commence in the December 2014 quarter. The joint venture partners were awarded a A$198,750 grant for this drilling by the NSW government under the New Frontiers Co‐operative Drilling program. The New Frontiers funding encourages private exploration drilling in the search of mineral deposits in areas of NSW not fully explored using the latest technology.
Mitsubishi JV Projects
Clancy entered into a joint venture with Mitsubishi Materials Corporation of Japan (MMC) on three copper‐gold projects in NSW in 2012. Under the terms of the agreement, MMC has the right to earn 49% of in three projects (Cundumbul, Genaren and Currumburrama) by funding A$3 million over three years. Clancy is managing the joint venture. Work completed in 2013 and 2014 downgraded the Currumburrama project, which has now been relinquished. The joint venture with MMC has strengthened Clancy’s exploration program in NSW by providing the exploration funding in what is otherwise a challenging capital market for junior exploration companies. To the end of June 2014 MMC had contributed approximately A$1.96 million to the exploration effort.
Cundumbul EL6661 and EL7399
(NSW, Clancy 100%; Mitsubishi earning 49% and funding 100%)
The Cundumbul project covers 204.9km[2] of prospective arc units in the Molong Volcanic Belt between Molong and Wellington. There are numerous intrusive complexes at Cundumbul that have anomalous copper and/or gold associated with them.
In the six months to June 2014, a 3D Induced Polarisation survey was completed at the Andrews prospect and RC drilling was completed at the Mehruda and Bakers Swamp prospects (11 holes, 1852m).
The RC holes were designed to test chargeability anomalies generated from 3D Induced Polarisation surveys carried out in 2013. All anomalies were successfully tested, and were proven to contain disseminated pyrite, commonly associated with hydrothermal alteration. The Bakers Swamp prospect was downgraded by the drilling.
The Mehruda Mo Anomaly, now referred to as the Mehruda Mo Prospect, is of greatest interest. In hole CNRC003, andesitic (intermediate) volcanics, lithic volcaniclastic sediments and tuffs were intersected with occasional feldspar porphyry and diorite intrusives. Pervasive silica alteration persisted throughout the hole and became intense between 176‐210m. It consisted of texturally‐ destructive pink, silica‐pyrite alteration, surrounded by intense silica‐sericite alteration. Molybdenum was anomalous throughout the hole, associated with the alteration, with several
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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity
2014
OPERATIONS REPORT
significant intercepts including[4] : 3m @ 48ppm Mo from 115m and 27m @ 11ppm Mo from 191m, including 4m @ 33ppm Mo from 192m. Follow up drilling at this prospect was completed in the September 2014 quarter with results expected in the December 2014 quarter.
A 3D Induced Polarisation survey was completed at the Andrews Prospect. A prominent N‐S oriented, subvertical structure was mapped by the resistivity component of the survey, through the middle of the area. One dominant chargeability anomaly was defined in the north of the prospect area, with a maximum value of 46mV/V. The anomaly has a horseshoe shape which, when viewed with other datasets, wraps around a subsidiary NE‐oriented fault with gold‐antimony soil anomalies. Follow up drilling at this prospect was completed in the September 2014 quarter with results expected in the December 2014 quarter.
Genaren EL7927
(NSW, Clancy 100%; Mitsubishi earning 49% and funding 100%)
Genaren is located at the northern end of the Northparkes Igneous Complex 29km north of the Northparkes copper‐gold mine. Aircore drilling to test the Wombin Volcanics (host rocks for most of the Northparkes porphyry systems) was curtailed due to wet weather. A total of 18 holes (1026m) were completed at the Cora Lynn target prior to the wet weather.
A large body of coherent Ordovician porphyritic trachyandesite, with strong coincident sericite‐ hematite alteration, has been defined in the centre of the Cora Lynn target area. The most notable result was from GAAC002 with the intersection of low grade gold at the top of the saprolite layer. The intersection returned 3m @ 0.26 g/t Au from 31m[5] . The anomaly resides in a previously undrilled area and is open to the east. The aircore program will resume in the December 2014 quarter after crops are harvested.
Trundle EL8222
(Clancy 100%)
Trundle consists of one exploration licence EL8222 located 25km west of the Northparkes copper‐ gold mine. It has many similarities to Northparkes and is separated from the Northparkes district by a north‐south trending Devonian rift basin. Interpretation of geophysical data suggests that Trundle may have originally been part of the Northparkes complex, which was subsequently dismembered during development of the rift. During the year, former exploration licences at Trundle, EL4512 and EL7187, were consolidated into a larger single exploration licence, EL8222 which was granted in January 2014. Work completed to date by Clancy has included 3D IP surveys, diamond drilling and RC drilling. No work was carried out on the Trundle project in the six months to June 2014, however further work is planned for the December 2014 quarter.
Orange East EL6181
(Clancy 100%)
Orange East EL6181 is located east of the city of Orange and contains several target styles including Ordovician porphyry copper‐gold and post‐Ordovician copper‐gold targets. Numerous old workings occur in the area and many are focused along regional‐scale structures, such as the Lucknow and Godolphin faults. Selective laboratory analysis of auger soil samples show that the Springfield Zn‐Cu‐ Pb‐As‐Au anomaly continues to the north. The northern portion of the anomaly, as defined by >50 ppm As in soil is 1000m long by 150m wide and the southern portion is 320m long by 150m wide.
4 Detailed drill results are contained in the March 2014 quarterly activities report dated 23 April 2014.
5 Detailed drill results are contained in the June 2014 quarterly activities report dated 29 July 2014.
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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity
2014
OPERATIONS REPORT
The Favell Zone is also persistently anomalous in copper for >4 km along strike consistent with the occurrence of a quartz‐sulfide vein system along this length. No work was carried out on the Orange East project in the six months to June 2014.
Kiola EL8151
(Clancy 100%)
Kiola EL8151 is located in the southern part of the Molong volcanic belt, and was granted in August 2013. Previous exploration at Kiola was undertaken by Minotaur (2008‐2009), Goldminco, (2004‐ 2006) and Gateway (2001‐2003) and has a geophysical database comprising magnetics, project‐wide VTEM, IP surveys and ground EM surveys. Geophysical work suggests that targets at Kiola may not have been effectively tested. No work was carried out on the Kiola project in the six months to June 2014.
Mount Tennyson EL8226
(Clancy 100%)
Mount Tennyson EL8226 was granted in January 2014. It is located about 30 km east of Bathurst, within the Silurian – Devonian rift sequences east of the Molong Volcanic Belt. The project is located in Early Devonian rocks on the margin of the Bathurst Granite, and represents a garnet‐quartz‐ calcite‐diopside skarn assemblage. There is a small historical non‐JORC compliant molybdenum resource in the prospect with a grade of 0.11% Mo. Mineralisation includes molybdenite and scheelite with accessory powellite. No work was carried out on the Mount Tennyson project in the six months to June 2014.
Mount Pleasant EL8237
(Clancy 100%)
Mount Pleasant EL8237 was granted in February 2014 and is located 25 km south of Mudgee. It is a porphyry style Mo‐W target in granite. Mineralisation consists predominantly of pyrite with subordinate molybdenum, scheelite, chalcopyrite and bismuthinite. The mineralisation is in a fracture‐controlled stockwork of quartz veins. The prospect has an historical non‐JORC compliant resource based on data collected between 1979 and 1983. No work was carried out on the Mount Pleasant project in the six months to June 2014.
Koobah EL8302
(Clancy 100%)
Koobah EL8302 is located in the Cowal Igneous Complex, east of the Cowal gold mine and north of the Marsden copper‐gold prospect. The project is prospective for Ordovician porphyry copper‐gold systems. The Koobah application was lodged in March 2014 and it was granted in September 2014. No work has been completed to date.
Tasmanian Projects
Clancy has two joint venture projects with Bass Metals Limited (Bass) and one joint venture project with TNT Mines Pty Ltd (TNT). Bass and TNT manage the respective joint ventures which are located in the Mount Read Volcanic Belt in northwest Tasmania. This area is host to a wide variety of mineral deposits styles, including Renison Bell (tin and silver), Mt Lyell (copper and gold) and the VHMS deposits Rosebery, Hellyer, Que River and Hercules (zinc, silver, lead, copper and gold). More recent discoveries include intrusive‐related skarn‐style nickel deposits (Avebury) and skarn‐style tin‐ tungsten‐iron deposits (Mt Lindsay).
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Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity
2014
OPERATIONS REPORT
Bass Metals JV's
(Bass 75%, Clancy 25%)
Clancy has two joint ventures with Bass: Lake Margaret EL28/2009 located 5km north of the Mt Lyell copper mine and 10km south of the Henty gold mine; and Sock Creek EL20/2010 located 7.5km southwest of the Hellyer mine. Both tenements cover prospective stratigraphy for base metal and gold deposits within the Mount Read Volcanic Belt. No fieldwork was completed on the Bass Metals JV’s in the six months to June 2014.
TNT Mines JV's
(TNT 75%, Clancy 25%)
Clancy has one joint venture with TNT at Oonah EL63/2004 which is located immediately north of the historic Zeehan lead‐zinc‐tin field. TNT has identified a magnetic target that is prospective for Renison‐style tin mineralisation. No fieldwork was completed on the TNT JV’s in the six months to June 2014.
North Arunta Project Northern Territory
(Proposed Acquisition from ABM Resources NL)
In November 2013 Clancy announced[6] that it had entered into an option agreement with ABM Resources NL (ABM) whereby Clancy to acquire 100% of ABM’s interests in the North Arunta Project (the Project) in the Northern Territory. Due to the challenging state of the equity markets the required capital raising could not be completed and the transaction will not proceed.
The information in this annual report that relate to Initial Exploration Results is based on information compiled by Mr Gordon Barnes who is a Member of the Australian Institute of Geoscientists. Mr Barnes is a full‐time employee of Clancy Exploration Limited and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the “Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves”. Mr Gordon Barnes consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.
6 ASX release dated 29 November 2013
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Auditor’s Independence Declaration to the Directors of Clancy Exploration Limited
In relation to our audit of the financial report of Clancy Exploration Limited for the six months ended 30 June 2014, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.
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Ernst & Young
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Ryan Fisk Partner Sydney 12 September 2014
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| The accompanying notes form part of these fnancial statements on pages 25 to 60. |
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The accompanying notes set out on pages 25 to 60 form part of these financial statements.
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The accompanying notes set out on pages 25 to 60 form part of these financial statements.
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The accompanying notes set out on pages 25 to 60 form part of these financial statements.
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==> picture [65 x 50] intentionally omitted <==
61
`
Independent auditor's report to the members of Clancy Exploration Limited
Report on the financial report
We have audited the accompanying financial report of Clancy Exploration Limited, which comprises the consolidated statement of financial position as at 30 June 2014, the consolidated statement of income, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the six months then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration of the consolidated entity comprising the company and the entities it controlled at the year's end or from time to time during the financial year.
Directors' responsibility for the financial report
The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal controls as the directors determine are necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 2, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards.
Auditor's responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity's preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Independence
In conducting our audit we have complied with the independence requirements of the Corporations Act 2001. We have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the directors’ report.
62
Emphasis of Matter
Without qualifying our opinion, we draw attention to Note 2 in the financial report which describes the principal conditions relating to the possibility of additional funding being required by the consolidated entity. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the consolidated entity’s ability to continue as a going concern and therefore, the consolidated entity may be unable to realise its assets and discharge its liabilities in the normal course of business.
Opinion
In our opinion:
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a. the financial report of Clancy Exploration Limited is in accordance with the Corporations Act 2001, including:
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i giving a true and fair view of the consolidated entity's financial position as at 30 June 2014 and of its performance for the six months ended on that date; and
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ii complying with Australian Accounting Standards and the Corporations Regulations 2001; and
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b. the financial report also complies with International Financial Reporting Standards as disclosed in Note 2.
Report on the remuneration report
We have audited the Remuneration Report included in pages 5 13toto 10 18 of the directors' report for the year ended 30 June 2014. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Opinion
In our opinion, the Remuneration Report of Clancy Exploration Limited for the six months ended 30 June 2014 complies with section 300A of the Corporations Act 2001. Ernst & Young
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----- Start of picture text -----
Ryan Fisk
Partner
Sydney
12 September 2014
----- End of picture text -----
63
Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity
2014
ASX ADDITIONAL INFORMATION
Shareholder Information as at 10 October 2014
A. TOTAL EQUITY SECURITIES
| TOTAL EQUITY SECURITIES | |
|---|---|
| Total on Issue | |
| Ordinary Shares (CLY) | 206,254,392 |
| A total of 5,615,710 shares are subject to voluntary | |
| restrictions. |
B. DISTRIBUTION OF EQUITY SECURITIES
| DISTRIBUTION OF EQUITY SECURITIES | |
|---|---|
| 1‐1,000 1,001‐5,000 5,001‐1,0000 10,001‐100,000 100,001 and over Total Shareholders Marketable Parcel Price of security shares used in calculation of marketable parcel (10 Oct 2014) No of securities in a marketable parcel No of unmarketable parcels |
Shares 68 27 65 307 197 |
| 664 Shares $500 $0.015 33,333 303 |
| C. TOP 20 SHAREHOLDERS 1 Motte & Bailey Pty Ltd 2 St Ives Gold Mining Co Pty Ltd 3 HSBC Custody Nominees Aust. Ltd 4 Wallis‐Mance Pty Ltd 5 Daniel Paul Wise 6 Flue Holdings Pty Ltd 7 Tranquilo Investment Ltd 8 Centaurus Resources Pty Ltd 9 Citicorp Nominees Pty Ltd 10 National Nominees Ltd 11 Kobia Holdings Pty Ltd 12 Australian Mineral & Waterwell 13 Damian Delaney 14 Tattersfield Securities Ltd 15 A&M Brien 16 Tectonex Geoconsultants Pty Limited 17 Wythenshawe Pty ltd 18 Hammerhead Holdings Pty Ltd 19 A & R Getz 20 L&S Jackson |
No. of shares % of Total 18,500,000 8.97% 17,764,783 8.61% 13,980,887 6.78% 13,232,785 6.42% 6,740,354 3.27% 5,442,692 2.64% 4,599,279 2.23% 4,444,444 2.15% 4,089,687 1.98% 4,000,000 1.94% 3,807,333 1.85% 3,691,539 1.79% 3,000,000 1.45% 2,838,040 1.38% 2,454,463 1.19% 2,421,833 1.17% 2,050,346 0.99% 2,050,159 0.99% 1,827, 665 0.89% 1,750,000 0.85% |
|---|---|
| 118,626,289 57.54% |
C. TOP 20 SHAREHOLDERS
64
Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity
2014
ASX ADDITIONAL INFORMATION
D. SUBSTANTIAL SHAREHOLDERS
The Company’s Register of Substantial Shareholders, prepared in accordance with Chapter 6C of the Corporations Act 2011, recorded the following information as at 10 October 2014;
| The Company’s Register of Substantial Shareholders, prepared in accordance with Chapter 6C of the Corporations Act 2011, recorded the following information as at 10 October 2014; |
||
|---|---|---|
| Gold Fields Limited | 17,764,783 | 8.61% |
| Evolution Master Fund Limited SPC, Segregated Portfolio M and Evolution | 13,377,251 | 6.49% |
| Capital Management LLC | ||
| Wallis‐Mance Pty Limited | 13,232,785 | 6.42% |
E. SHARES ISSUED PURSUANT TO EMPLOYEE SHARE AND LOAN PLAN (THE PLAN”)
| PLAN”) Total Shares issued pursuant to the Plan and on issue as at start of period Number of Shares issued to eligible employees and consultants pursuant to the Plan Number of Shares issued to Directors pursuant to the Plan Total Shares issued pursuant to the Plan Less Shares Bought Back following resignation of an eligible employee Less Shares sold on market following resignation of an eligible employee Total Shares issued pursuant to the Plan and on issue as at 31 December 2013 |
20141 Last 5 years 5,615,710 ‐ |
|---|---|
| ‐ ‐ 3,053,681 3,151,945 |
|
| ‐ 6,205,626 ‐ ‐ (294,958) (294,958) |
|
| 5,615,710 5,615,710 |
All shares issued to Directors under the Plan were approved pursuant to ASX Listing Rule 10.14 obtained at general meetings of the Company held on 29 May 2011 and 24 May 2013.
5,615,710 shares issued under the Plan are subject to voluntary restrictions.
1 Period from 1 January to 30 June 2014. Period from 1 July to 31 December 2013 was included in 2013 annual report.
F. VOTING RIGHTS ATTACHING TO EQUITY SECURITIES
Subject to the Constitution of the Company and any rights or restrictions at the time being attached to a class of shares, at a general meeting of the Company every Shareholder present in person, or by proxy, attorney or representative has one vote on a show of hands, and upon a poll, one vote for each Share held by the Shareholder. In the case of an equality of votes, the chairperson has a casting vote.
Options to acquire ordinary shares do not carry any voting rights.
65
Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity
2014
LIST OF MINERAL TENEMENTS
Clancy tenement listing
(As at 30 September 2014)
| State | Project | Lease No | Status | JV Project |
Manager | Clancy interest |
Area (km2) |
Note |
|---|---|---|---|---|---|---|---|---|
| NSW | Condobolin | EL7748 | Renewed | No | Clancy | 100% | 362.8 | |
| NSW | Genaren | EL7927 | Renewed | Yes | Clancy | 100% | 193.6 | Mitsubishi Materials Corpearning49% |
| NSW | Cundumbul | EL6661 | Renewed | Yes | Clancy | 100% | 141.4 | Mitsubishi Materials Corpearning49% |
| NSW | Cundumbul | EL7399 | Renewed | Yes | Clancy | 100% | 63.5 | Mitsubishi Materials Corpearning49% |
| NSW | Fairholme | EL6552 | Renewal Pending |
Yes | Clancy | 51% | 54.5 | Kaizen Discovery Inc earning65% |
| NSW | Fairholme | EL6915 | Renewed | Yes | Clancy | 51% | 117.5 | Kaizen Discovery Inc earning65% |
| NSW | Kiola | EL8151 | Granted | No | Clancy | 100% | 284.2 | |
| NSW | Orange East | EL6181 | Renewed | No | Clancy | 100% | 40.2 | |
| NSW | Trundle | EL8222 | Granted | No | Clancy | 100% | 167.2 | |
| NSW | Mount Tennyson |
EL8226 | Granted | No | Clancy | 100% | 45.8 | |
| NSW | Mount Pleasant | EL8237 | Granted | No | Clancy | 100% | 63.5 | |
| NSW | Koobah | EL8302 | Granted | No | Clancy | 100% | 28.6 | |
| NT | Reynolds Range | EL30297 | Application | No | Clancy | 100% | 639.7 | |
| NT | Lander River | EL30422 | Application | No | Clancy | 100% | 326.8 | |
| NT | Barrow Creek | EL30445 | Application | No | Clancy | 100% | 735.7 | |
| TAS | Lake Margaret | EL28/2009 | Granted | Yes | Bass Metals |
25% | 59.0 | Clancy interest carried to Prefeasibility study |
| TAS | Sock Creek | EL20/2010 | Granted | Yes | Bass Metals |
25% | 11.0 | Clancy interest carried to Prefeasibility study |
| TAS | Oonah | EL63/2004 | Renewed | Yes | TNT Mines |
25% | 24.0 | Clancy contributing |
66
Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity
2014
CORPORATE GOVERNANCE STATEMENT
This statement outlines the main corporate governance practices in place throughout the six months ended 30 June 2014, which comply with the ASX Corporate Governance Council recommendations, unless otherwise stated. The Corporate Governance Statement is dated 30 September 2014.
The Company is committed to implementing the highest standards of corporate governance. In determining what those high standards should involve, the Company has turned to the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations . The ASX Corporate Governance Council (“the Council”) issued the second edition of the Corporate Governance Principles and Recommendations with 2010 Amendments in June 2010.
To illustrate where the Company has addressed each of the Council’s revised recommendations, the following summary cross‐references to each revised recommendation. Details of all of the revised recommendations can be found on the ASX Corporate Governance Council’s website.
Introduction
Clancy Exploration has adopted systems of control and accountability as the basis for the administration of corporate governance. Some of these policies and procedures are summarised below.
The following additional information about the Company's corporate governance practices is set out on the Company's website at www.clancyexploration.com :
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Board Code of Conduct;
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Code of Conduct
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Securities Trading Policy;
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Continuous Disclosure Strategy;
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Shareholder Communication Policy
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Risk Management Policy;
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Board Charter;
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Definition of an Independent Director
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Audit Committee Charter;
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Board Selection and Appointment Procedure; and
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Diversity Policy.
Explanations for Departures from Best Practice Recommendations
During the financial year the Company has complied with the majority of the Eight Essential Corporate Governance Principles and the corresponding Best Practice Recommendations as published by the Council and as detailed below:
1. LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
Council Principle 1:
Companies should establish and disclose the respective roles and responsibilities of board and management.
Council Recommendation 1.1:
Establish the functions reserved to the board and those delegated to senior executives and disclose those functions.
The Company complies with this recommendation.
The board has set out the responsibilities of the Board in the Board Charter which can be accessed on the company website. Any functions not reserved for the Board and not expressly reserved for members by the Corporations Act and ASX Listing Rules are reserved for senior executives.
Council Recommendation 1.2:
Disclose the process for evaluating the performance of senior executives.
The Remuneration sub‐committee of the Board was dissolved on 30 June 2014. The Board will in future meet annually to review the performance of executives. The senior executives’ performance is assessed against the performance of the company as a whole by each of the directors individually and collectively.
Council Recommendation 1.3:
Companies should provide the information indicated in the Guide to reporting on Principle 1
The Company complies with this recommendation. The executive evaluation process was undertaken by the Managing Director in March 2014. The Managing Director evaluation process was undertaken by the Chairman in March 2014.
67
Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity
2014
CORPORATE GOVERNANCE STATEMENT
The Remuneration Committee did not meet during the period and was dissolved on 30 June 2014.
2. STRUCTURE THE BOARD TO ADD VALUE
Council Principle 2:
Companies should have a board of an effective composition, size and commitment to adequately discharge its responsibilities and duties
Council Recommendation 2.1:
A majority of the Board should be independent directors.
A definition of director independence can be accessed at www.clancyexploration.com.
During the period, the Board of Clancy Exploration had two independent directors, Dr Etheridge and Dr Macdonald and two non‐independent directors, Mr Barnes and Ms Forsyth Stock. Therefore the Board currently has the same number of independent directors as non‐independent directors; however the Chairman, who is independent, has the casting vote. The Company complies with Recommendation 2.1.
Council Recommendation 2.2:
The chair should be an independent director.
The Company’s Chairman, Dr Mike Etheridge, is considered by the Board to be independent.
Council Recommendation 2.3:
The roles of chair and chief executive officer should not be exercised by the same individual.
The roles of chairman and chief executive officer are not exercised by the same individual.
Council Recommendation 2.4:
The Board should establish a nomination committee .
The board does not comply with this recommendation.
It is not a company policy to have a nomination committee, given the size and scale of Clancy Exploration Limited. The role of a nomination committee is carried out by the full Board. The full board considers the appointment of new directors on an informal basis. The Board’s policy for the appointment of new directors to the Board can be accessed at www.clancyexploration.com
Council Recommendation 2.5:
Disclose the process for evaluating the performance of the board, its committees and individual directors.
The Company complies with this recommendation.
The performance evaluation of board members occurs by way of a formal review of each director by that director and by each fellow director followed by a meeting between the Chairman and the relevant director or, in the case of the Chairman’s own evaluation, by the Chairman and the non‐executive directors.
Council Recommendation 2.6:
Companies should provide the information indicated in the Guide to reporting on Principle 2.
The Company complies with this recommendation and provides the following disclosures.
The skills, experience and expertise relevant to the position held by each director are disclosed in the Directors Report.
The Board has determined that individual Directors have the right in connection with their duties and responsibilities as Directors, to seek independent professional advice at the Company’s expense. The engagement of an outside adviser is subject to prior approval of the Chairman and this will not be withheld unreasonably. If appropriate, any advice so received will be made available to all Board members.
The period of office held by each director as at 30 September 2014 is as follows; Mr Barnes 3 years, 10 months Dr Macdonald 7 years, 10 months Ms Forsyth Stock 2 years, 2 month Dr Etheridge 3 years, 8 months
The evaluation process was undertaken in accordance with this process in March 2014.
68
Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity
2014
CORPORATE GOVERNANCE STATEMENT
3. PROMOTE ETHICAL AND RESPONSIBLE DECISION‐MAKING
Council Principle 3:
Companies should actively promote ethical and responsible decision‐making.
Council Recommendation 3.1:
Establish a code of conduct and disclose the code or a summary of the code as to:
the practices necessary to maintain confidence in the Company's integrity;
the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders; the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.
The Company complies with this recommendation.
The Company has adopted a Code of Conduct for Directors which can be accessed on the website.
Council Recommendation 3.2:
Companies should establish a policy concerning diversity, and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them
The Company partly complies with this recommendation.
The Company recognises the benefits arising from employee and board diversity, including accessing different perspectives and ideas and benefitting from a greater pool of talent.
The Board has adopted a Diversity Policy, a copy of which is available on the Company’s website. The Company has a policy not to discriminate on the basis of gender, age, religion etc.
Factors such as gender, race, age or disability are irrelevant and are not taken into account when making employment decisions. In all cases, the person most suited to the position is selected based on their skills and qualifications without bias or prejudice.
Consistent with the Company’s policy of non‐discrimination, the Board has chosen not to set specific measurable targets for gender diversity.
Council Recommendation 3.3:
Companies should disclose in each annual report the measurable objectives for achieving gender diversity.
Consistent with the Company’s policy of non‐discrimination, the Board has chosen not to report, specific measurable targets for gender diversity.
Council Recommendation 3.4:
Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board.
The Company complies with this recommendation and provides the following disclosure;
| No. of female board members as at 30 September 2014 | 1 (25%) |
|---|---|
| No. of female employees as at 30 September 2014 | 2 (33%) |
| No. of female employees in senior positions as at 30 September 2014 | 1 (33%) |
| No. of female contractors as at 30 September 2014 | 1 (50%) |
| No. of female contractors in seniorpositions as at 30 September 2014 | 1(50%) |
Council Recommendation 3.5:
Provide the information indicated in the Guide to reporting on Principle 3.
The Company complies with this recommendation.
4. SAFEGUARD INTEGRITY IN FINANCIAL REPORTING
Council Principle 4:
Companies should have a structure to independently verify and safeguard the integrity of their financial reporting
Council Recommendation 4.1:
69
Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity
2014
CORPORATE GOVERNANCE STATEMENT
The Board should establish an audit committee.
An audit committee has been established.
The Company complies with this Recommendation.
Council Recommendation 4.2:
The audit committee should be structured so that it:
consists only of non‐executive directors; consists of a majority of independent directors; is chaired by an independent chair, who is not chair of the board; has at least three members.
The Audit Committee has three members, consisting of two independent directors, Dr Macdonald and Dr Etheridge and one non‐independent director, Ms Forsyth Stock.
The Audit Committee is chaired by Dr Macdonald, who is an independent director and is not the Chairman of the Board
Council Recommendation 4.3
The audit committee should have a formal charter.
The audit committee has a charter.
Council Recommendation 4.4:
Provide the information indicated in the Guide to reporting on Principle 4.
The Company complies with this recommendation, except that one member of the Audit Committee is an Executive Director, and provides the following disclosure.
The audit committee met twice during the period. All members of the Committee attended the meetings. The Board has only two independent directors and therefore is not currently able to satisfy the requirement for at least three members all of whom are to be non‐executive. The Board does not believe that the appointment of an additional independent director is justified simply to satisfy the minimum requirements for sub‐committees.
The external auditor, Ernst & Young, has a rotation policy such that partners must rotate off a client after five successive years, for at least two years. Ernst & Young became the Company’s auditor during 2012.
5. MAKE TIMELY AND BALANCED DISCLOSURE
Council Principle 5:
Companies should promote timely and balanced disclosure of all material matters concerning the Company
Council Recommendation 5.1:
Establish written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies.
The Company complies with this recommendation.
The Company has adopted a Continuous Disclosure Policy which is available on its website.
Council Recommendation 5.2:
Provide the information indicated in the Guide to reporting on Principle 5.
The Company complies with this recommendation.
6. RESPECT THE RIGHTS OF SHAREHOLDERS
Council Principle 6:
70
Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity
2014
CORPORATE GOVERNANCE STATEMENT
Companies should respect the rights of shareholders and facilitate the effective exercise of those rights
Council Recommendation 6.1:
Design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose that policy or a summary of that policy.
The Company complies with this recommendation.
The Company has adopted a Shareholder Communication Strategy which is available on its website.
Council Recommendation 6.2:
Provide the information indicated in the Guide to reporting on Principle 6.
The Company complies with this recommendation.
7. RECOGNISE AND MANAGE RISK
Council Principle 7:
Companies should establish a sound system of risk oversight and management and internal control
Council Recommendation 7.1:
Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies.
The Company complies with this recommendation.
The Company has a Risk Management Policy which is available on the website.
Council Recommendation 7.2
The board should require management to design and implement the risk management and internal control system to manage the Company's material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the Company's management of its material business risks.
The Board believes the risk management and internal control systems designed and implemented by the Chief Executive Officer and the Chief Financial Officer are adequate given the size and nature of the company’s activities. The Board confirms that management reported to it as to the effectiveness of the Company's management of its material business risks during the period.
Council Recommendation 7.3
The board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.
Company complies with this recommendation.
The Board receives assurance from the Chief Executive Officer and the Chief Financial Officer in the form of a declaration, prior to approving the financial statements.
Council Recommendation 7.4:
Provide the information indicated in the Guide to reporting on Principle 7.
The Company complies with this recommendation and provides the following disclosure;
The board has received assurance from the Chief Executive Officer and the Chief Financial Officer that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.
71
Clancy Exploration Limited ABN: 65 105 578 756 and controlled entity
2014
CORPORATE GOVERNANCE STATEMENT
8. REMUNERATE FAIRLY AND RESPONSIBLY
Council Principle 8:
Companies should ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to performance is clear.
Council Recommendation 8.1
The Board should establish a remuneration committee.
The company had a Remuneration Committee until 30 June 2014, when it was dissolved. It is no longer a company policy to have a remuneration committee, given the size and scale of Clancy Exploration Limited. The role of a remuneration committee will now be carried out by the full Board. Therefore the Company complied with this recommendation during the period but no longer complies with the recommendation.
Council Recommendation 8.2
The remuneration committee should be structured so that it;
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Consists of a majority of independent directors;
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Is chaired by an independent chair
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Has at least three members
The Company complied with this recommendation during the period but no longer complies with the recommendation as the Remuneration Committee was dissolved on 30 June 2014.
The Remuneration Committee had three members consisting of the independent directors, Dr Macdonald and Dr Etheridge and the Company Secretary, Mr Caren. The Remuneration Committee did not meet during the reporting period. The Remuneration Committee was chaired by Dr Macdonald.
Council Recommendation 8.3
Companies should clearly distinguish the structure of non‐executive directors’ remuneration from that of executive directors and senior executives.
The Company complies with this recommendation.
The broad remuneration policy is to ensure that remuneration properly reflects the relevant person's duties and responsibilities, and that the remuneration is competitive in attracting, retaining and motivating people of the highest quality. The Board believes that the best way to achieve this objective is to provide Executive Directors and executives with a remuneration package consisting of;
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(i) fixed components that reflect the person’s responsibilities, duties and personal performance; and
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(ii) share based payments in the form of options or shares as an incentive.
The remuneration of Non‐Executive Directors is determined by the Board as a whole having regard to the level of fees paid to Non‐Executive Directors by other companies of similar size in the industry.
The aggregate amount payable to the Company’s Non‐Executive Directors in respect of non‐executive director fees must not exceed the maximum annual amount approved by the Company’s shareholders, which is currently set at $200,000 per annum.
As part of their remuneration packages, non‐executive directors of the company were (in 2012 and 2013) granted shares in the company. For a company of the size and cash resources of Clancy Exploration this is a useful tool for attracting and retaining quality directors without diminishing the company’s cash resources.
Council Recommendation 8.4:
Provide the information indicated in the Guide to reporting on Principle 8.
The Company complies with this recommendation and provides the following disclosures;
The Company currently has no schemes for retirement benefits, other than superannuation for directors.
- The Company does not have any unvested entitlements under any equity‐based remuneration schemes.
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Clancy Exploration Limited ACN 105 578 756 PO Box 7040 Orange NSW 2800 Ph: (02) 6361 1285 Fax: (02) 6361 1202 Email: [email protected] Website: www.clancyexploration.com