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World Copper Ltd. Remuneration Information 2020

Apr 13, 2020

45949_rns_2020-04-13_72579a4b-fbd4-4775-a674-808fe39a592d.pdf

Remuneration Information

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ALLANTE RESOURCES LTD.

(the “Company”)

Form 51-102F6

STATEMENT OF EXECUTIVE COMPENSATION (for the year ended July 31, 2019)

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Currently, under the NEX rules, the Company makes no compensation payments to its executive officers or directors. Upon graduating from the NEX board to the Exchange, the Company intends to implement the following concepts.

The main objective of the Company’s executive compensation program will be to attract, retain, and engage high-quality, high-performance executives who have the experience and ability to successfully execute the Company’s strategy and deliver value to shareholders.

The objectives of the Company’s executive compensation program will be are as follows:

  • (i) compensate executives competitively for the leadership, skills, knowledge, and experience necessary to perform their duties;

  • (ii) align the actions and economic interests of executives with the interests of shareholders; and

  • (iii) encourage retention of executives.

As there is no formal compensation committee, the independent members of the Board will annually review and set remuneration of executive officers. The independent directors determine that the executive compensation program should be comprised of the following elements:

  • Base Salary or Management fee – to compensate executives for the leadership, skills, knowledge and experience required to perform their duties; and

  • Long-term Incentive Plan – to retain talented executives, reward them for their anticipated contribution to the long-term successful performance of the Company and align them with the interests of shareholders. The plan currently consists only of incentive stock options.

Process for Determining Executive Compensation

The independent directors will review the levels of compensation for executive officers based on internal discussions, but to date have not yet established any formal objectives, criteria, or benchmark analyses.

Total compensation for executive officers may include base salary or management fee and long-term incentive stock options.

2

Option-based awards

The Company’s Stock Option Plan has been and will be used to provide share purchase options which are granted in consideration of the level of responsibility of the executive as well as his impact or contribution to the longer-term operating performance of the Company. In determining the number of options to be granted to the executive officers, the Board of Directors takes into account the number of options, if any, previously granted to each executive officer, and the exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the Exchange.

The Company does not have a Compensation Committee. The independent directors, being Drew Maness and Ron Hughes, have the responsibility to administer compensation policies related to the executive management of the Company, including option-based awards.

Summary Compensation Table

The following table (presented in accordance with National Instrument Form 51-102F6 Statement of Executive Compensation which came into force on October 31, 2011 (the " Form 51-102F6 ")) sets forth all annual and long term compensation for services in all capacities to the Company for the three most recently completed financial years of the Company ending on July 31, 2019 (to the extent required by Form 51-102F6) in respect of each of the individuals comprised of each Chief Executive Officer and the Chief Financial Officer who acted in such capacity for all or any portion of the most recently completed financial year, and each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity (other than the Chief Executive Officer and the Chief Financial Officer), as at July 31, 2019 whose total compensation was, individually, more than $150,000 for the financial year and any individual who would have satisfied these criteria but for the fact that individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of the most recently completed financial year (collectively the " Named Executive Officers " or " NEOs ").

NEO Nameand PrincipalPosition Year Salary($) Share-BasedAwards($) Option-BasedAwards($) Non-Equity IncentivePlan Compensation($) Non-Equity IncentivePlan Compensation($) PensionValue($) All OtherCompensation($) TotalCompensation($)
AnnualIncentivePlans Long-termIncentivePlans
Joe DeVries,President andCEO 201920182017 NilNilNil NilNilNil NilNilNil NilNilNil NilNilNil NilNilNil NilNilNil NilNilNil
RichardBarnett, CFO 201920182017 NilNilNil NilNilNil NilNilNil NilNilNil NilNilNil NilNilNil NilNilNil NilNilNil

Incentive Plan Awards

The Company does not have any incentive plans, pursuant to which compensation that depends on achieving certain performance goals or similar conditions within a specified period is awarded, earned, paid or payable to the Named Executive Officer(s).

Outstanding Share-Based Awards and Option-Based Awards

No awards were outstanding to any Named Executive Officer under incentive plans of the Company at the end of the most recently completed financial year, including awards that may have been granted before the most recently completed financial year.

3

Value Vested or Earned During the Year

As no options were outstanding to Named Executive Officers under incentive plans during the most recently completed financial year, there was no value was vested or earned.

Termination and Change of Control Benefits

The Company and its subsidiaries have no employment contracts with any Named Executive Officer. Neither the Company, nor its subsidiaries, has a contract, agreement, plan or arrangement that provides for payments to a Named Executive Officer at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of the Company or its subsidiaries, or a change in responsibilities of the NEO following a change in control.

Director Compensation

No compensation was provided to Directors who are each not also Named Executive Officers during the Company’s most recently completed financial year.

The Company has no arrangements, standard or otherwise, pursuant to which Directors are compensated by the Company or its subsidiaries for their services in their capacity as Directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the most recently completed financial year or subsequently, up to and including the date of this Information Circular.

Incentive Stock Option Plan

The Company’s current Stock Option Plan (the “Fixed Plan”) allows the Company to grant incentive stock options to its officers, employees, consultants and Directors. The purpose of granting such options is to assist the Company in compensating, attracting, retaining and motivating the Directors, officers, consultants and employees of the Company, and to closely align the personal interests of such persons to that of the shareholders.

As of the date hereof, the Company, being formerly a capital pool company, is now listed on the NEX Board of the Exchange. The Company adopted the Fixed Plan in March 5, 2007, prior to the completion of its initial public offering ("IPO"). The terms of the Fixed Plan provide that the number of shares which may be reserved for issuance under the Fixed Plan (together with all other share compensation arrangements of the Company) shall not exceed 10% (being 750,000 pre-consolidated) of the number of shares outstanding at the closing of the IPO (being 7,500,000 pre-consolidated).

On December 18, 2013, the Company consolidated its share capital on a three (3) old shares for one new share basis, and accordingly the Fixed Plan now reserves 250,000 post-consolidated shares for issuance as stock options.

As of the date hereof, no options are outstanding, as all expired without exercise on March 4, 2012.

END