REG - Berkeley Energia - 2017 Annual Report <Origin Href="QuoteRef">BKY.AX</Origin> - Part 2
29/09/2017 08:27
- Part 2: For the preceding part double click ID:nRSc2128Sa
This report details the amount and nature of remuneration of each director and
executive officer of the Company.
Details of Key Management Personnel
The Key Management Personnel ('KMP') of the Group during or since the end of
the financial year were as follows:
Directors
Mr Ian Middlemas Chairman
Mr Paul Atherley Managing Director
Mr Nigel Jones Non-Executive Director
(appointed 7 June 2017)
Mr Adam Parker Non-Executive Director
(appointed 14 June 2017)
Mr Robert Behets Non-Executive Director
Dr James Ross Non-Executive Director (retired
7 June 2017)
Other KMP
Mr Francisco Bellón del Rosal Chief Operations Officer
Mr Javier Colilla Peletero Chief Administrations Officer
Mr Hugo Schumann Chief Commercial Officer
Mr Paul Thomson Chief Financial Officer
(appointed 12 January 2017)
Mr Dylan Browne Company Secretary
There were no other key management personnel of the Company or the Group.
Unless otherwise disclosed, the Key Management Personnel held their position
from 1 July 2016 until the date of this report.
Remuneration Policy
The remuneration policy for the Group's KMP has been developed by the Board
taking into account the size of the Group, the size of the management team for
the Group, the nature and stage of development of the Group's current
operations and market conditions and comparable salary levels for companies of
a similar size and operating in similar sectors.
In addition to considering the above general factors, the Board has also
placed emphasis on the following specific issues in determining the
remuneration policy for key management personnel:
• the Group is currently focused on undertaking development and
construction activities;
• risks associated with resource companies whilst exploring and developing
projects; and
• other than profit which may be generated from asset sales (if any), the
Group does not expect to be undertaking profitable operations until sometime
after the successful commercialisation, production and sales of commodities
from one or more of its current projects, or the acquisition of a profitable
mining operation.
Remuneration and Nomination Committee
Subsequent to the end of the year and in response to the Company receiving at
least 25% of votes cast against the Remuneration Report at the 2016 AGM, the
Board resolved to establish an independent Remuneration and Nomination
Committee ('Remcom') to oversee the Group's remuneration and nomination
responsibilities and governance. The remuneration committee members consist of
three independent non-executive directors being Mr Parker (as Chair), Mr Jones
and Mr Behets.
The Remcom's role will be to determine the remuneration of the Company's
Executives, oversee the remuneration of KMP, and approve awards under the
Company's long-term incentive plan ('LTIP').
The Remcom will review the performance of Executives and KMP and set the scale
and structure of their remuneration and the basis of their service/consulting
agreements. In doing so, the Remcom will have due regard to the interests of
shareholders.
In determining the remuneration of Executives and KMP, the Remcom will seek to
enable the Company to attract and retain executives of the highest calibre. In
addition, the Remcom will decides whether to grant incentives securities in
the Company and, if these are to be granted, who the recipients should be.
Remuneration Policy for Executives
The Group's remuneration policy is to provide a fixed remuneration component
and a performance based component (Incentive Options, Performance Rights and a
cash bonuses, see below). The Board believes that this remuneration policy is
appropriate given the considerations discussed in the section above and is
appropriate in aligning KMP objectives with shareholder and business
objectives.
Fixed Remuneration
Fixed remuneration consists of base salaries, as well as employer
contributions to superannuation funds and other non-cash benefits. Non-cash
benefits may include provision of motor vehicles, housing and health care
benefits.
Fixed remuneration will be reviewed annually by the Remcom. The process
consists of a review of Company and individual performance, relevant
comparative remuneration externally and internally and, where appropriate,
external advice on policies and practices.
Performance Based Remuneration - Short Term Incentive
Some KMP are entitled to an annual cash bonus upon achieving various key
performance indicators ('KPI's'), as set by the Board. Having regard to the
current size, nature and opportunities of the Company, the Board has
determined that these KPI's will include measures such as successful
completion of exploration activities (e.g. completion of exploration
programmes within budgeted timeframes and costs), development activities (e.g.
completion of feasibility studies and initial infrastructure), corporate
activities (e.g. recruitment of key personnel and project financing) and
business development activities (e.g. project acquisitions and capital
raisings). On an annual basis, after consideration of performance against key
performance indicators, the Board determines the amount, if any, of the annual
cash bonus to be paid to each KMP. During the financial year, a total bonus
sum of $680,465 (2016: $484,698) was paid, or is payable to KMP on achievement
of KPIs as set by the Board (in future to be set by the Remcom) which
included: (i) Completion of the investment agreement with SGRF; (ii)
Completion of a positive DFS for the Salamanca mine; (iii) Completed the FEED
for the Salamanca mine which reduced capital costs of the project by 1%; (iv)
Conclusion of a number of off-take contracts for the sale of uranium
production during the financial year; (v) Announcement of a key milestone in
the construction of the Salamanca mine following the delivery of the primary
crusher to site; (vi) Announcement of early stage construction activities at
the Salamanca mine including land acquisition, the road deviation advancing,
equipment procurement of the electrical power line and preliminary reagent
supply agreement having been entered into; (vii) Announcement of further high
grade intercepts below Zona 7 identified; and (viii) Completion of an
oversubscribed placement of 53.6 million shares at an issue price of £0.45 per
share to London blue chip institutions to raise US$30 million (£24 million).
Performance Based Remuneration - Long Term Incentive
The Group has adopted a LTIP comprising the 'Berkeley Performance Rights Plan'
(the 'Plan') to reward KMP and key employees for long-term performance.
Shareholders approved the Plan in April 2013 at a General Meeting of
Shareholders and Performance Rights were issued under the Plan in May 2013 and
March 2014. Shareholders approved the renewal of the Plan in July 2015.
The Plan provides for the issuance of unlisted performance share rights
('Performance Rights') which, upon satisfaction of the relevant performance
conditions attached to the Performance Rights, will result in the issue of an
Ordinary Share for each Performance Right. Performance Rights are issued for
no consideration and no amount is payable upon conversion thereof.
To achieve its corporate objectives, the Company needs to attract and retain
its key staff, whether employees or contractors. The Board believes that
grants made to eligible participants under the Plan provides a powerful tool
to underpin the Company's employment and engagement strategy, and that the
implementation of the Plan will:
(a) enable the Company to recruit, incentivise and retain KMP and other
eligible employees and contractors needed to achieve the Company's strategic
objectives;
(b) link the reward of eligible employees and contractors with the
achievements of strategic goals and the long term performance of the Company;
(c) align the financial interest of participants of the Plan with those
of Shareholders; and
(d) provide incentives to participants of the Plan to focus on superior
performance that creates Shareholder value.
Performance Rights granted under the Plan to eligible participants will be
linked to the achievement by the Company of certain performance conditions as
determined by the Board from time to time. These performance conditions must
be satisfied in order for the Performance Rights to vest. Upon Performance
Rights vesting, Ordinary Shares are automatically issued for no consideration.
If a performance condition of a Performance Right is not achieved by the
expiry date then the Performance Right will lapse.
During the financial year, Performance Rights had been on issue or granted to
certain KMP and other employees and consultants with the following performance
conditions:
(a) Expanded Definitive Feasibility Study Milestone means delivery of a
positive Definitive Feasibility Study incorporating Zona 7, and the Company
making a decision to proceed to development of operation evidenced by the
Board resolving to continue to develop the Project before 30 June 2017
(milestone was achieved on 14 July 2017 with the Performance Rights converting
on 29 July 2017);
(b) Project Construction Milestone means completion of approximately
25% of the project development phase, as per the project development schedule
and budget approved by the Board in accordance with the Definitive Feasibility
Study before 31 December 2018;
(c) Finance Review Milestone means demonstrating the reduction in
capital and operating costs of the Salamanca mine and a reduction to the
overall financing requirement and cost of capital of the Company as approved
by the board before 31 March 2019; and
(d) Production Milestone means achievement of first uranium production
before 31 December 2019.
In addition, may provide unlisted Incentive Options to some KMP as part of
their remuneration and incentive arrangements in order to attract and retain
their services and to provide an incentive linked to the performance of the
Group. The Board's policy is to grant Incentive Options to KMP with exercise
prices at or above market share price (at time of agreement). As such,
Incentive Options granted to KMP are generally only of benefit if the KMP has
performed to the level whereby the value of the Company has increased
sufficiently to warrant exercising the Incentive Options granted. No Incentive
Options were issued to KMP during the current financial year.
Other than service-based vesting conditions (if any), there were no additional
performance criteria on the Incentive Options granted to KMP, as given the
speculative nature of the Group's activities and the small management team
responsible for its running, it is considered that the performance of KMP and
the performance and value of the Group are closely related.
The Company prohibits executives entering into arrangements to limit their
exposure to Unlisted Options and Performance Rights granted as part of their
remuneration package.
Remuneration Policy for Non-Executive Directors
The Board policy is to remunerate Non-Executive Directors at market rates for
comparable companies for time, commitment and responsibilities. Given the
current size, nature and risks of the Company, incentive options have been
used to attract and retain Non-Executive Directors. The Board determines
payments to the Non-Executive Directors and reviews their remuneration
annually, based on market practice, duties and accountability. Independent
external advice is sought when required.
The maximum aggregate amount of fees that can be paid to Non-Executive
Directors is subject to approval by shareholders at a General Meeting. The
maximum aggregate amount that may be paid to Non-Executive Directors is
$350,000 during the financial year, as approved by shareholders at the a
Meeting of Shareholders held on 6 May 2009. Director's fees paid to
Non-Executive Directors accrue on a daily basis. Fees for Non-Executive
Directors are not directly linked to the performance of the economic entity.
However, to align Directors' interests with shareholder interests, the
Directors are encouraged to hold shares in the Company. Given the size, nature
and opportunities of the Company, Non-Executive Directors may receive
Incentive Options or Performance Rights in order to secure and retain their
services.
Fees for the Chairman were set at $50,000 per annum (2016: $50,000) (including
post-employment benefits).
Fees for Non-Executive Directors' were set at $30,000 per annum (2016:
$30,000) (including post-employment benefits). These fees cover main board
activities only. Non-Executive Directors may receive additional remuneration
for other services provided to the Company, including but not limited to,
membership of committees. From the 2018 financial year, Non-Executive
Directors' will receive a fee of $45,000 per annum (including post-employment
benefits) which reflects the transition of the Company from an explorer to a
developer.
During the 2017 financial year, no Incentive Options or Performance Rights
were granted to Non-Executive Directors.
The Company prohibits Non-Executive Directors entering into arrangements to
limit their exposure to Incentive Options granted as part of their
remuneration package.
Relationship between Remuneration and Shareholder Wealth
During the Group's exploration and development phases of its business, the
Board anticipates that the Company will retain future earnings (if any) and
other cash resources for the operation and development of its business.
Accordingly the Company does not currently have a policy with respect to the
payment of dividends and returns of capital. Therefore there was no
relationship between the Board's policy for determining, or in relation to,
the nature and amount of remuneration of KMP and dividends paid and returns of
capital by the Company during the current and previous four financial years.
The Board does not directly base remuneration levels on the Company's share
price or movement in the share price over the financial year and the previous
four financial years. Discretionary annual cash bonuses are based upon
achieving various non-financial KPIs as detailed under 'Performance Based
Remuneration - Short Term Incentive' and are not based on share price or
earnings. As noted above, a number of KMP have also been granted Performance
Rights and Incentive Options, which generally will be of greater value should
the value of the Company's shares increase (subject to vesting conditions
being met), and in the case of options, increase sufficiently to warrant
exercising the Incentive Options granted.
Relationship between Remuneration of KMP and Earnings
As discussed above, the Group is currently undertaking exploration and
development activities, and does not expect to be undertaking profitable
operations until sometime after the successful commercialisation, production
and sales of commodities from one or more of its current projects.
Accordingly the Board does not consider earnings during the current and
previous four financial years when determining, and in relation to, the nature
and amount of remuneration of KMP.
The maximum aggregate amount of fees that can be paid to Non-Executive
Directors is subject to approval by shareholders at a General Meeting. Fees
for Non-Executive Directors are not linked to the performance of the economic
entity. However, to align Directors' interests with shareholder interests,
the Directors are encouraged to hold shares in the Company and Non-Executive
Directors have received Performance Rights and Incentive Options in order to
secure their services and as a key component of their remuneration.
General
Where required, KMP receive superannuation contributions (or foreign
equivalent), currently equal to 9.5% of their salary, and do not receive any
other retirement benefit. From time to time, some individuals have chosen to
sacrifice part of their salary to increase payments towards superannuation.
All remuneration paid to KMP is valued at cost to the company and expensed.
Incentive Options and Performance Rights are valued using an appropriate
valuation methodology. The value of these Incentive Options and Performance
Rights is expensed over the vesting period.
KMP Remuneration
Details of the nature and amount of each element of the remuneration of each
Director and other KMP of the Company or Group for the financial year are as
follows:
Short-term Benefits Non-Cash Percentage
2017 Salary & Fees Cash Incentive Post Employ-ment Benefits Share-Based Payments Other Non-Cash Benefits(5)$ Total of Total Remunerat-ion that Consists of Options/ Rights Percent-age Perform-ance Related
$ $ $ (6) $ % %
$
Directors
Ian Middlemas 45,600 - 4,332 - - 49,932 - -
Paul Atherley 459,754 422,852 - 309,294 - 1,191,900 25.95 61.43
Nigel Jones(1) 3,115 - - - - 3,115 - -
Adam Parker(2) 1,757 - - - - 1,757 - -
Robert Behets 27,398 - 2,603 31,424 - 61,425 51.16 51.16
James Ross(3) 25,634 - 2,435 23,347 - 51,416 45.41 45.41
Other KMP
Francisco Bellón del Rosal 281,791 86,705 19,808 178,366 45,197 611,867 29.15 43.32
Javier Colilla Peletero 281,791 14,451 19,808 178,366 37,978 532,394 33.50 36.22
Paul Thomson(4) 151,564 21,143 - 24,980 - 197,687 12.64 23.33
Hugo Schumann 252,453 84,570 - 181,441 - 518,464 35.00 51.31
Dylan Browne 109,451 50,744 - 81,623 - 241,818 33.75 54.74
Total 1,640,308 680,465 48,986 1,008,841 83,175 3,461,775
Notes
(1) Mr Jones was appointed a Director on 7 June 2017.
(2) Mr Parker was appointed a Director on 14 June 2017.
(3) Mr Ross retried as a Director on 7 June 2017.
(4) Mr Thomson was appointed as Chief Financial Officer on 12 January
2017.
(5) Other Non-Cash Benefits includes payments made for housing and car
benefits.
(6) Share-based payments are measured for by using a Black-Scholes
valuation method and are expensed over the vesting period of the Performance
Rights or Incentive Options issued. Performance Rights are linked to the
achievement by the Company of certain performance conditions as determined by
the Board from time to time with the Performance Rights only of any value to
the holder if the performance conditions are satisfied prior to the expiry of
the respective Performance Rights.
Short-term Benefits Non-Cash Percentage
2016 Salary & Fees Cash Incentive Post Employ-ment Benefits Share-Based Payments Other Non-Cash Benefits(4)$ Total of Total Remunerat-ion that Consists of Options/ Rights Percent-age Perform-ance Related
$ $ $ (5) $ % %
$
Directors
Ian Middlemas 45,600 - 4,400 - - 50,000 - -
Paul Atherley(1) 456,218 225,344 - 439,874 - 1,121,436 39.22 59.32
James Ross 27,398 - 2,603 (5,116) - 24,885 (20.56) (20.56)
Robert Behets 27,398 - 2,603 72,440 - 102,441 70.71 70.71
Other KMP
Francisco Bellón del Rosal 297,002 76,154 20,467 269,321 48,441 711,385 37.86 48.56
Javier Colilla Peletero 297,002 76,154 18,770 269,321 46,431 707,678 38.06 48.82
Hugo Schumann 226,851 89,697 - 214,425 - 530,973 40.38 57.28
Dylan Browne(2) 98,066 17,349 - 68,215 - 183,630 37.15 46.60
Clint McGhie(3) - - - 24,627 - 24,627 100.00 100.00
Total 1,475,535 484,698 48,843 1,353,107 94,872 3,457,055
Notes
(1) Mr Atherley was appointed a Director with effect from 1 July 2015.
(2) Mr Browne was appointed as Company Secretary on 29 October 2015.
(3) Mr McGhie resigned as Company Secretary and Chief Financial Officer
on 29 October 2015. Previously Mr McGhie provided services as the Company
Secretary and Chief Financial Officer through a services agreement between
Berkeley and Apollo Group Pty Ltd. Under the agreement up and until Mr
McGhie's resignation date, Apollo Group Pty Ltd was paid, or was payable
$72,500 (2015: $296,000) for the provision of administrative, company
secretarial and accounting services, and the provision of a fully serviced
office to the Company
(4) Other Non-Cash Benefits includes payments made for housing and car
benefits.
(5) Share-based payments are measured for by using a Black-Scholes
valuation method and are expensed over the life of the Performance Rights
issued. The Performance Rights are linked to the achievement by the Company of
certain performance conditions as determined by the Board from time to time
with the Performance Rights only of any value to the holder if the performance
conditions are satisfied prior to the expiry of the respective Performance
Rights.
Incentive Options and Performance Rights Granted to KMP
Details of Incentive Options and Performance Rights granted by the Company to
each Key Management Personnel of the Group during the year ended 30 June 2017
are as follows:
2017 Security(1) Grant Expiry Exercise Price Grant Date Fair Value No. Granted No. Vested at 30 June 2017
Date Date $
Other KMP
Paul Thomson Rights 25 May 17 31 Mar 19 - 0.810 100,000 -
Rights 25 May 17 31 Dec 19 - 0.810 300,000 -
Notes
(1) For details on the valuation of the Unlisted Options and Performance
Rights, including models and assumptions used, please refer to Note 16 to the
financial statements.
Details of the value of Incentive Options granted, exercised or lapsed for
each KMP of the Company or Group during the financial year are as follows:
2017 Value of Incentive Options granted during the year Value of Incentive Options exercised during the year Value of options / rights lapsed during the year Value of Incentive Options included in remuneration for the year Percentage of remuneration that consists of Incentive Options
$ $ $ $ %
Other KMP
Hugo Schumann - 104,337(1),(2) - - -
Notes
(1) On 23 December 2016, Mr Schumann exercised 100,000 Incentive Options.
The value of the Incentive Options exercised is calculated by using the
closing price on that date (A$0.82) less the exercise price £0.15 (A$0.26).
(2) On 23 December 2016, Mr Schumann exercised 100,000 Incentive Options.
The value of the Incentive Options exercised is calculated by using the
closing price on that date (A$0.82) less the exercise price £0.20 (A$0.34).
Employment Contracts with Directors and KMP
Current Directors
Mr Ian Middlemas, Non-Executive Chairman, has a letter of appointment dated 29
June 2015 confirming the terms and conditions of his appointment. Effective
from 1 July 2013, Mr Middlemas has received a fee of $50,000 per annum
inclusive of superannuation.
Mr Paul Atherley, Managing Director, is engaged under a consultancy deed with
North Asia Metals Ltd ('NAML') dated 16 June 2015. The agreement specifies the
duties and obligations to be fulfilled by Mr Atherley as Managing Director.
There is 12 month rolling term and either party may terminate with three
months written notice. No amount is payable in the event of termination for
material breach of contract, gross misconduct or neglect. Effective 1 July
2016, NAML has received an annual consultancy fee of £275,000 and will be
eligible for an annual bonus of up to £250,000 to be paid upon successful
completion of key performance indicators as determined by the Board. In
addition, NAML, subject to the Corporations Act, will be entitled to receive a
payment equivalent to the annual consultancy fee in the event of a change in
control clause being triggered by the Company.
Mr Nigel Jones, Non-Executive Director, has a letter of appointment with
Berkeley Energia Limited dated 5 June 2017 confirming the terms and conditions
of his appointment. Effective from his appointment date (being 7 June 2017),
Mr Jones has received a fee of $45,000 per annum.
Mr Adam Parker, Non-Executive Director, has a letter of appointment with
Berkeley Energia Limited dated 5 June 2017 confirming the terms and conditions
of his appointment. Effective from 28 August 2017, Mr Parker will receive a
fee of $45,000 per annum for his Board duties and $15,000 for chairing the
Remcom.
Mr Robert Behets, Non-Executive Director, has a letter of appointment dated 29
June 2015 confirming the terms and conditions of his appointment. Effective 1
July 2015, Mr Behets has received a fee of $45,000 per annum inclusive of
superannuation. Mr Behets also has a services agreement with the Company dated
18 June 2012, which provides for a consultancy fee at the rate of $1,200 per
day for management and technical services provided by Mr Behets. Either party
may terminate the agreement without penalty or payment by giving two months'
notice.
Current other KMP
Mr Francisco Bellón del Rosal, has a contract of employment dated 14 April
2011 and amended on 1 July 2011, 13 January 2015 and 16 March 2017. The
contract specifies the duties and obligations to be fulfilled by the Chief
Operations Officer. The contract has a rolling term and may be terminated by
the Company giving six months' notice, or 12 months in the event of a change
of control of the Company. In addition to the notice period, Mr Bellón will
also be entitled to receive an amount equivalent to statutory unemployment
benefits (approximately E25,000) and statutory severance benefits (equivalent
to 45 days remuneration per year worked from 9 May 2011 to 11 February 2012,
and 33 days remuneration per year worked from 12 February 2012 until
termination). No amount is payable in the event of termination for neglect of
duty or gross misconduct. Mr Bellón receives a fixed remuneration component of
E190,000 per annum plus compulsory social security contributions regulated by
Spanish law, as well as the provision of accommodation in Salamanca and a
motor vehicle.
Mr Javier Colilla Peletero, has a contract of employment dated 1 July 2010 and
amended on 12 December 2011 13 January 2015 and 22 March 2017. The contract
specifies the duties and obligations to be fulfilled by the Chief
Administration Officer. The contract has a rolling term and may be terminated
by the Company giving six months notice, or 12 months in the event of a change
of control of the Company or if the position becomes redundant. In addition to
the notice period, Mr Colilla will also be entitled to receive an amount
equivalent to statutory unemployment benefits (approximately E25,000) and
statutory severance benefits (equivalent to 45 days remuneration per year
worked from 1 July 2010 to 11 February 2012, and 33 days remuneration per year
worked from 12 February 2012 until termination). No amount is payable in the
event of termination for neglect of duty or gross misconduct. Mr Colilla
receives a fixed remuneration component of E190,000 per annum plus compulsory
social security contributions regulated by Spanish law, as well as an
allowance for the use of his private motor vehicle.
Mr Paul Thomson, Chief Financial Officer, is engaged under a consultancy deed
with Inverey Limited ('Inverey') dated 12 January 2017. The agreement
specifies the duties and obligations to be fulfilled by Mr Thomson as the
Chief Financial Officer. The Company may terminate the agreement with three
months written notice. No amount is payable in the event of termination for
material breach of contract, gross misconduct or neglect. Inverey receives an
annual consultancy fee of £190,000 and will be eligible for a cash incentive
of up to £50,000 to be paid upon successful completion of key performance
indicators as determined by the Managing Director and Board of Directors. In
addition Inverey will be entitled to receive a payment incentive worth the
annual consultancy fee in the event of a change of control clause being
triggered with the Company.
Mr Hugo Schumann, Chief Commercial Officer, is engaged under a consultancy
deed with Meadowbrook Enterprises Limited ('Meadowbrook') which was updated on
15 May 2016. The agreement specifies the duties and obligations to be
fulfilled by Mr Schumann as the Chief Commercial Officer. The Company may
terminate the agreement with three months written notice. No amount is payable
in the event of termination for material breach of contract, gross misconduct
or neglect. Meadowbrook receives an annual consultancy fee of £150,000 and
will be eligible for a cash incentive of up to £50,000 to be paid upon
successful completion of key performance indicators as determined by the
Managing Director and Board of Directors.
Mr Dylan Browne, Company Secretary, has a letter of appointment dated 29
October 2015 confirming the terms and conditions of his appointment. Mr
Browne's appointment letter is terminable pursuant to the Company's
Constitution. Mr Browne receives a fee of £5,500 per annum pursuant to this
appointment letter. In addition Candyl Limited ('Candyl'), a company of which
Mr Browne is a director and shareholder, has a consultancy agreement with the
Company, which specifies the duties and obligations to be fulfilled by Mr
Browne as the Company Secretary. Either party may terminate the agreement with
three months written notice. No amount is payable in the event of termination
for material breach of contract, gross misconduct or neglect. Candyl receives
an annual consultancy fee of £60,500.
Equity instruments held by Key Management Personnel
Incentive Options and Performance Right holdings of KMP
2017 Held at Granted as Compen-sation Vested Options and Rights exercised Net Other Changes Held at Vested and exerciseable at 30 June 2017
1 July 2016 30 June 2017
Directors
Ian Middlemas - - - - - -
Paul Atherley 6,500,000 - (650,000) - 5,850,000 4,000,000
Mr Nigel Jones -(1) - - - - -
Mr Adam Parker -(2) - - - - -
Robert Behets 580,000 - (100,000) - 480,000 -
James Ross 200,000 - - - 200,000(3) -
Other KMP
Francisco Bellón del Rosal 3,150,000 - (400,000) - 2,750,000 1,500,000
Javier Colilla Peletero 3,150,000 - (400,000) - 2,750,000 1,500,000
Paul Thomson -(4) 400,000 - - 400,000 -
Hugo Schumann 1,650,000 - (550,000) 1,100,000 -
Dylan Browne 460,000 - (100,000) - 360,000 -
Notes
(1) As at appointment date being 7 June 2017
(2) As at appointment date being 14 June 2017
(3) As at retirement date being 7 June 2017
(4) As at appointment date being 12 January 2017
Shareholdings of KMP
2017 Held at Granted as Compen-sation Options exercised/Rights converted Net Other Changes Held at
1 July 2016 30 June 2017
Directors
Ian Middlemas 9,300,000 - - - 9,300,000
Paul Atherley 854,000 - 650,000 (135,000)(1) 1,369,000
Mr Nigel Jones -(2) - - - -
Mr Adam Parker -(3) - - - -
Robert Behets 2,390,000 - 100,000 - 2,490,000
James Ross 415,000 - - - 415,000(4)
Other KMP
Francisco Bellón del Rosal 403,200 - 400,000 (103,200)(1) 700,000
Javier Colilla Peletero 650,000 - 400,000 (239,445)(1) 810,555
Paul Thomson -(5) - - - -
Hugo Schumann - - 750,000 (750,000)(1) -
Dylan Browne - - 100,000 - 100,000
Notes
(1) On-market trades to meet personal tax obligations
(2) As at appointment date being 7 June 2017
(3) As at appointment date being 14 June 2017
(4) As at retirement date being 7 June 2017
(5) As at appointment date being 12 January 2017
End of Remuneration Report.
AUDITOR'S AND OFFICERS' INDEMNITIES AND INSURANCE
Under the Constitution the Company is obliged, to the extent permitted by law,
to indemnify an officer (including Directors) of the Company against
liabilities incurred by the officer in that capacity, against costs and
expenses incurred by the officer in successfully defending civil or criminal
proceedings, and against any liability which arises out of conduct not
involving a lack of good faith.
During the financial year, the Company has paid an insurance premium to insure
Directors and officers of the Company against certain liabilities arising out
of their conduct while acting as a Director or Officer of the Company. Under
the terms and conditions of the insurance contract, the nature of liabilities
insured against cannot be disclosed.
To the extent permitted by law, the Company has agreed to indemnify its
auditors, Ernst & Young, as part of the terms of its audit engagement
agreement against claims by third parties arising from the audit (for an
unspecified amount). No payment has been made to indemnify Ernst & Young
during or since the financial year.
NON-AUDIT SERVICES
During the year, the Company's auditor, Ernst & Young, received, or is due to
receive, $80,808 (2016: $72,898) for the provision of non-audit services. The
Directors are satisfied that the provision of non-audit services is compatible
with the general standard and independence for auditors imposed by the
Corporations Act.
AUDITOR'S INDEPENDENCE DECLARATION
The auditor's independence declaration is on page 59 of the Annual Financial
Report.
This report is made in accordance with a resolution of the Directors made
pursuant to section 298(2) of the Corporations Act 2001.
For and on behalf of the Directors
PAUL ATHERLEY
Managing Director
29 September 2017
Competent Persons Statement
The information in this report that relates to the FEED was extracted from the
announcement entitled 'Capital costs for Salamanca reduced by 1% to E 82.3
million' dated 6 July 2017, which is available to view on Berkeley's Energia
Limited's (Berkeley) website at www.berkeleyenergia.com.
Berkeley confirms that: a) it is not aware of any new information or data that
materially affects the information included in the original announcement; b)
all material assumptions and technical parameters underpinning the FEED
results included in the original announcement continue to apply and have not
materially changed; and c) the form and context in which the relevant
Competent Persons' findings are presented in this announcement have not been
materially modified from the original announcements.
The information in the original announcement that relates to the FEED costs is
based on, and fairly represents, information compiled by Mr Francisco Bellon,
a Competent Person who is a member of the Australasian Institute of Mining and
Metallurgy. Mr Bellon is the Chief Operating Officer for Berkeley and a holder
of shares, options and performance rights in Berkeley. Mr Bellon 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 of Exploration Results, Mineral Resources
and Ore Reserves'.
The information in this report that relates to the Definitive Feasibility
Study, Ore Reserve Estimates, Mining, Uranium Preparation, Infrastructure,
Production Targets and Cost Estimation is extracted from the announcement
entitled 'Study confirms the Salamanca project as one of the world's lowest
cost uranium producers' dated 14 July 2016, which is available to view on
Berkeley's website at www.berkeleyenergia.com.
Berkeley confirms that: a) it is not aware of any new information or data that
materially affects the information included in the original announcement; b)
all material assumptions and technical parameters underpinning the Mineral
Resources, Ore Reserve Estimate, Production Target, and related forecast
financial information derived from the Production Target included in the
original announcement continue to apply and have not materially changed; and
c) the form and context in which the relevant Competent Persons' findings are
presented in this report have not been materially modified from the original
announcements.
The information in the original announcement that relates to the Definitive
Feasibility Study is based on, and fairly represents, information compiled or
reviewed by Mr. Jeffrey Peter Stevens, a Competent Person who is a Member of
The Southern African Institute of Mining & Metallurgy, a 'Recognised
Professional Organisation' ('RPO') included in a list posted on the ASX
website from time to time. Mr. Stevens is employed by MDM Engineering (part of
the Amec Foster Wheeler Group). Mr. Stevens has sufficient experience that is
relevant to the style of mineralization and type of deposit under
consideration and to the activity being undertaken to qualify as a Competent
Person as defined in the 2012 Edition of the 'Australasian Code for Reporting
of Exploration Results, Mineral Resources and Ore Reserves'.
The information in the original announcement that relates to the Ore Reserve
Estimates, Mining, Uranium Preparation, Infrastructure, Production Targets and
Cost Estimation is based on, and fairly represents, information compiled or
reviewed by Mr. Andrew David Pooley, a Competent Person who is a Member of The
Southern African Institute of Mining and Metallurgy', RPO included in a list
posted on the ASX website from time to time. Mr. Pooley is employed by Bara
Consulting (Pty) Ltd. Mr. Pooley has sufficient experience that is relevant to
the style of mineralization and type of deposit under consideration and to the
activity being undertaken to qualify as a Competent Person as defined in the
2012 Edition of the 'Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves'.
The information in the original announcement that relates to the Mineral
Resources for Zona 7 is based on, and fairly represents, information compiled
or reviewed by Mr Malcolm Titley, a Competent Person who is a Member of The
Australasian Institute of Mining and Metallurgy. Mr Titley is employed by Maja
Mining Limited, an independent consulting company. Mr Titley 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 of Exploration Results, Mineral Resources and
Ore Reserves'.
Forward Looking Statement
Statements regarding plans with respect to Berkeley's mineral properties are
forward-looking statements. There can be no assurance that Berkeley's plans
for development of its mineral properties will proceed as currently expected.
There can also be no assurance that Berkeley will be able to confirm the
presence of additional mineral deposits, that any mineralisation will prove to
be economic or that a mine will successfully be developed on any of Berkeley's
mineral properties.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2017
Note 2017 2016
$ $
Revenue and other income 2 463,639 248,868
Corporate and administration expenses (1,750,862) (1,348,966)
Exploration and evaluation expenses (11,045,135) (9,213,493)
Business Development expenses (2,697,276) (1,614,099)
Share-based payment expenses 16(a) (1,020,106) (1,713,364)
Loss before income tax (16,049,740) (13,641,054)
Income tax benefit/ (expense) 4 - -
Loss after income tax (16,049,740) (13,641,054)
Other comprehensive income, net of income tax:
Items that may be classified subsequently to profit or loss:
Exchange differences arising on translation of foreign operations (344,395) 125,016
Other comprehensive income, net of income tax (344,395) 125,016
Total comprehensive loss for the year attributable to Members of Berkeley Energia Limited (16,394,135) (13,516,038)
Basic and diluted loss per share (cents per share) 19 (6.88) (7.47)
The above Consolidated Statement of Profit or Loss and Other Comprehensive
Income should be read in conjunction with the accompanying Notes
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2017
Note 2017 2016
$ $
ASSETS
Current Assets
Cash and cash equivalents 20(b) 34,814,971 11,348,057
Trade and other receivables 5 1,478,139 7,301,108
Total Current Assets 36,293,110 18,649,165
Non-current Assets
Exploration expenditure 6 7,945,014 7,788,515
Property, plant and equipment 7 9,799,308 1,852,230
Other financial assets 8 160,351 120,637
Total Non-current Assets 17,904,673 9,761,382
TOTAL ASSETS 54,197,783 28,410,547
LIABILITIES
Current Liabilities
Trade and other payables 9 5,208,363 2,081,914
Provisions 10 522,810 26,656
Total Current Liabilities 5,731,173 2,108,570
TOTAL LIABILITIES 5,731,173 2,108,570
NET ASSETS 48,466,610 26,301,977
EQUITY
Equity attributable to equity holders of the Company
Issued capital 11 168,050,788 129,514,703
Reserves 12 106,965 428,677
Accumulated losses (119,691,143) (103,641,403)
TOTAL EQUITY 48,466,610 26,301,977
The above Statement of Financial Position should be read in conjunction with
the accompanying Notes
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2017
Note 2017 2016
$ $
Cash flows from operating activities
Payments to suppliers and employees (12,700,576) (11,578,946)
Interest received 460,344 289,672
Rebates received - 11,802
Net cash outflow from operating activities 20(a) (12,240,232) (11,277,472)
Cash flows from investing activities
Exploration acquisition costs - (12,050)
Proceeds from sale of royalty (note 6) 6,530,826 -
Payments for property, plant and equipment (8,134,766) (334,629)
Net cash outflow from investing activities (1,603,940) (346,679)
Cash flows from financing activities
Proceeds from issue of securities 39,755,838 9,594,812
Transaction costs from issue of securities (2,217,177) (20,131)
Net cash inflow from financing activities 37,538,661 9,574,681
Net decrease in cash and cash equivalents held 23,694,489 (2,049,470)
Cash and cash equivalents at the beginning of the financial year 11,348,057 13,398,617
Effects of exchange rate changes on cash and cash equivalents (227,575) (1,090)
Cash and cash equivalents at the end of the financial year 20(b) 34,814,971 11,348,057
The above Statement of Cash Flows should be read in conjunction with the
accompanying Notes
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2017
Issued Capital Share- Based Payments Reserve Foreign Currency Translation Reserve Accumulated Losses Total Equity
$ $ $ $ $
As at 1 July 2016 129,514,703 2,768,536 (2,339,859) (103,641,403) 26,301,977
Total comprehensive loss for the period:
Net loss for the year - - - (16,049,740) (16,049,740)
Other Comprehensive Income:Exchange differences arising on translation of foreign operations - - (344,395) -
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