Picture of Jupiter Energy logo

JPR Jupiter Energy News Story

0.000.00%
au flag iconLast trade - 00:00
EnergyHighly SpeculativeMicro CapHigh Flyer

REG - Jupiter Energy - Final Results <Origin Href="QuoteRef">JPR.AX</Origin> - Part 2

- Part 2: For the preceding part double click  ID:nRSW3515Sa 

                                                                                                                                          $12,101                 
 
 
During the current period, no performance rights vested. 
 
REMUNERATION REPORT (Audited) (continued) 
 
Details of remuneration (Audited) 
 
Remuneration of Directors and Executives (continued) 
 
Table 3: Compensation Performance Rights: Granted and vested during the year ended 30 June 2014 
 
                 Granted    Terms & Conditions for each Grant  Vested                               
                 Number     Grant / ModificationDate           Fair Value per right at grant date$  Exercise price per right$  Expiry Date  First Exercise Date  Number  %  
 New Grant                                                                                                                                                                  
 A Beardsall     333,333    7 Nov 2013                         $0.0197                              $0.00                      31 Dec 2014  31 Dec 2014          -       -  
 B Kuandykov     333,333    7 Nov 2013                         $0.0197                              $0.00                      31 Dec 2014  31 Dec 2014          -       -  
 G Gander        333,333    7 Nov 2013                         $0.0197                              $0.00                      31 Dec 2014  31 Dec 2014          -       -  
 S Mison         75,000     7 Nov 2013                         $0.0197                              $0.00                      31 Dec 2014  31 Dec 2014          -       -  
                                                                                                                                                                            
 Total           1,074,999                                                                                                                                       -          
                                                                                                                                                                            
                                                                                                                                                                            
 Modification *                                                                                                                                                             
 A Beardsall     -          7 Nov 2013                         $0.0197(i)                           $0.00                      31 Dec 2014  31 Dec 2014          -       -  
 B Kuandykov     -          7 Nov 2013                         $0.0197(i)                           $0.00                      31 Dec 2014  31 Dec 2014          -       -  
 G Gander        -          7 Nov 2013                         $0.0197(i)                           $0.00                      31 Dec 2014  31 Dec 2014          -       -  
 S Mison         -          7 Nov 2013                         $0.0197(i)                           $0.00                      31 Dec 2014  31 Dec 2014          -       -  
                                                                                                                                                                            
 Total           -                                                                                                                                               -          
                                                                                                                                                                            
                                                                                                                                                                            
 Modification *                                                                                                                                                             
 A Beardsall     -          14 May 2012                        $0.0197(i)                           $0.00                      31 Dec 2014  31 Dec 2014          -       -  
 B Kuandykov     -          14 May 2012                        $0.0197(i)                           $0.00                      31 Dec 2014  31 Dec 2014          -       -  
 G Gander        -          14 May 2012                        $0.0197(i)                           $0.00                      31 Dec 2014  31 Dec 2014          -       -  
 S Mison         -          14 May 2012                        $0.0197(i)                           $0.00                      31 Dec 2014  31 Dec 2014          -       -  
                                                                                                                                                                            
 Total           -                                                                                                                                               -          
 
 
*The only modification was the expiry vesting date was extended from 7 November 2013 to 31 December 2014. All other terms
and conditions remained the same. 
 
(i) Represents the incremental fair value, between the original and modified awards at modification date. 
 
Table 4: Compensation Performance Rights: Granted and vested during the year ended 30 June 2013 
 
                 Granted    Terms & Conditions for each Grant  Vested                               
                 Number     Grant Date                         Fair Value per right at grant date$  Exercise price per right$  Expiry Date  First Exercise Date  Number  %  
 Original Grant                                                                                                                                                             
 Directors                                                                                                                                                                  
 A Beardsall     1,500,000  9 Nov 2012                         $0.51                                $0.00                      31 Dec 2013  31 Dec 2013          -       -  
 B Kuandykov     1,500,000  9 Nov 2012                         $0.51                                $0.00                      31 Dec 2013  31 Dec 2013          -       -  
 G Gander        1,500,000  9 Nov 2012                         $0.51                                $0.00                      31 Dec 2013  31 Dec 2013          -       -  
 S Mison         366,666    9 Nov 2012                         $0.51                                $0.00                      31 Dec 2013  31 Dec 2013          -       -  
                                                                                                                                                                            
 Total           4,866,666                                                                                                                                       -          
                                                                                                                                                                            
                                                                                                                                                                              
 
 
REMUNERATION REPORT (Audited) (continued) 
 
Details of remuneration (Audited) 
 
Remuneration of Directors and Executives (continued) 
 
Shareholdings 
 
The number of shares in the Company held by each Key Management Personnel of Jupiter Energy Limited during the financial
year, including their personally-related entities, is set out below: 
 
 2014         Balance        Granted as Remuneration  On Exercise of Options  Net Change Other  Balance        
              30 June 2013                                                                      30 June 2014   
 Directors                                                                                                     
 G Gander     3,147,224      -                        -                       -                 3,147,224      
 A Beardsall  1,250,000      -                        -                       -                 1,250,000      
 B Kuandykov  -              -                        -                       -                 -              
 S Mison      391,238        -                        -                       -                 391,238        
                                                                                                               
 Executives                                                                                                    
 K Martens    -              -                        -                       -                 -              
 J Kroshus    -              -                        -                       -                 -              
                                                                                                               
 
 
 2013         Balance       Granted as Remuneration  On Exercise of Options  Net Change Other  Balance        
              1 July 2012                                                                      30 June 2013   
 Directors                                                                                                    
 G Gander     2,551,113     -                        -                       596,111           3,147,224      
 A Beardsall  1,000,000     -                        -                       250,000           1,250,000      
 B Kuandykov  -             -                        -                       -                 -              
 S Mison      312,987       -                        -                       78,251            391,238        
                                                                                                              
 Executives                                                                                                   
 K Martens    -             -                        -                       -                 -              
 J Kroshus    -             -                        -                       -                 -              
                                                                                                              
 
 
Performance Rights Holdings 
 
The number of Performance Rights in the Company held by each Director of Jupiter Energy Limited and each of the specified
Executives of the consolidated entity during the financial year, including their personally-related entities, is set out
below: 
 
 2014         Balance at beg of period  Granted as Remune-ration  Rights Exercised  Net Change Other  Balance at end of period  Not Vested & Not Exercisable  Vested & Exercisable  
              1 July 2013                                                                             30 June 2014                                                                  
                                                                                                                                                                                    
 Directors                                                                                                                                                                          
 G Gander     2,166,667                 333,333                   -                 -                 2,500,000                 2,500,000                     -                     
 A Beardsall  2,166,667                 333,333                   -                 -                 2,500,000                 2,500,000                     -                     
 B Kuandykov  2,166,667                 333,333                   -                 -                 2,500,000                 2,500,000                     -                     
 S Mison      500,000                   75,000                    -                 -                 575,000                   575,000                       -                     
                                                                                                                                                                                    
 Executives                                                                                                                                                                         
 K Martens    -                         -                         -                 -                 -                         -                             -                     
 J Kroshus    -                         -                         -                 -                 -                         -                             -                     
 
 
REMUNERATION REPORT (Audited) (continued) 
 
Details of remuneration (Audited) 
 
Remuneration of Directors and Executives (continued) 
 
 2013         Balance at beg of period  Granted as Remune-ration  Rights Exercised  Net Change Other *  Balance at end of period  Not Vested & Not Exercisable  Vested & Exercisable  
              1 July 2012                                                                               30 June 2013                                                                  
                                                                                                                                                                                      
 Directors                                                                                                                                                                            
 G Gander     666,667                   1,500,000                 -                 -                   2,166,667                 2,166,667                     -                     
 A Beardsall  666,667                   1,500,000                 -                 -                   2,166,667                 2,166,667                     -                     
 B Kuandykov  666,667                   1,500,000                 -                 -                   2,166,667                 2,166,667                     -                     
 S Mison      133,334                   366,666                   -                 -                   500,000                   500,000                       -                     
                                                                                                                                                                                      
 Executives                                                                                                                                                                           
 K Martens    -                         -                         -                 -                   -                         -                             -                     
 J Kroshus    -                         200,000                   -                 (200,000)           -                         -                             -                     
                                                                                                                                                                                      
 
 
* Relates to rights cancelled. 
 
Option Holdings 
 
The number of options in the Company held by each Key Management Personnel of the consolidated entity during the financial
year, including their personally-related entities, is set out below: 
 
 2014              Balance at beg of period  Granted as Remune-ration  Options Exercised  Net Change Other  Balance at end of period  Not Vested & Not Exercisable  Vested & Exercisable  
                   1 July 2013                                                                              30 June 2014                                                                  
 Unlisted Options                                                                                                                                                                         
 Directors                                                                                                                                                                                
 G Gander          -                         -                         -                  -                 -                         -                             -                     
 A Beardsall       -                         -                         -                  -                 -                         -                             -                     
 B Kuandykov       -                         -                         -                  -                 -                         -                             -                     
 S Mison           -                         -                         -                  -                 -                         -                             -                     
                                                                                                                                                                                          
 Executives                                                                                                                                                                               
 K Martens         -                         -                         -                  -                 -                         -                             -                     
 J Kroshus         -                         -                         -                  -                 -                         -                             -                     
                                                                                                                                                                                          
 
 
 2013              Balance at beg of period  Granted as Remune-ration  Options Exercised  Net Change Other *  Balance at end of period  Not Vested & Not Exercisable  Vested & Exercisable  
                   1 July 2012                                                                                30 June 2013                                                                  
 Unlisted Options                                                                                                                                                                           
 Directors                                                                                                                                                                                  
 G Gander          -                         -                         -                                      -                         -                             -                     
 A Beardsall       -                         -                         -                                      -                         -                             -                     
 B Kuandykov       -                         -                         -                                      -                         -                             -                     
 S Mison           66,667                    -                         -                  (66,667)            -                         -                             -                     
                                                                                                                                                                                            
 Executives                                                                                                                                                                                 
 K Martens         133,333                   -                         -                  (133,333)           -                         -                             -                     
 J Kroshus         -                         -                         -                                      -                         -                             -                     
                                                                                                                                                                                            
 
 
*Change relates to the expiry of options which occurred during the year. 
 
REMUNERATION REPORT (Audited) (continued) 
 
Details of remuneration (Audited) 
 
Remuneration of Directors and Executives (continued) 
 
Service agreements 
 
Remuneration and other terms of employment for the Executive Chairman/CEO, Company Sec/CFO, and all other key management
positions held in Kazakhstan have been formalised in service agreements. The main provisions of the agreements in relation
to Directors holding management roles are set out below. 
 
Geoff Gander, Executive Chairman (Effective - 1 January 2014) 
 
Base Terms 
 
·     This agreement was effective from 1 January 2014 and is for a term of 1 year (to 31 December 2014). 
 
·     Base Salary of GBP200,000 ($360,000) including Director Fees and the current Superannuation Levy of 9.5%. 
 
·     Living expenses of GBP 80,000 ($144,000) per year, covering the cost of an apartment/office in London. 
 
·     GBP 100,000 ($180,000) incentive bonus in the event a change of control occurs. 
 
The termination provisions are as follows: 
 
                                                   Notice period  Payment in lieu of notice  Treatment of Performance Rights  
 Employer  - initiated termination with reason     1 or 3 months  1 or 3 months              Unvested rights forfeited        
 Employer  - initiated termination without reason  3 months       3 months                   Unvested rights forfeited        
 Termination for serious misconduct                None           None                       Unvested rights forfeited        
 Employee - initiated termination                  1 or 3 months  None                       Unvested rights forfeited        
 
 
Scott Mison, CFO / Company Secretary / Executive Director (Effective - 1 January 2014) 
 
Base Terms 
 
·     This agreement was effective from 1 January 2014 and is for a term of 1 year (to 31 December 2014). 
 
·     CFO / Company Secretary fees of $90,000. 
 
·     Director fees of $40,000. 
 
·     Bonus of $30,000 incentive bonus, with KPI's set by the board every six months. 
 
The termination provisions are as follows: 
 
                                                   Notice period  Payment in lieu of notice  Treatment of Performance Rights  
 Employer  - initiated termination with reason     1 or 3 months  1 or 3 months              Unvested rights forfeited        
 Employer  - initiated termination without reason  3 months       3 months                   Unvested rights forfeited        
 Termination for serious misconduct                None           None                       Unvested rights forfeited        
 Employee - initiated termination                  1 or 3 months  None                       Unvested rights forfeited        
 
 
REMUNERATION REPORT (Audited) (continued) 
 
Details of remuneration (Audited) 
 
Remuneration of Directors and Executives (continued) 
 
Keith Martens, Technical Consultant (Effective - 1 July 2011) 
 
Base Terms 
 
·     This agreement is effective from 1 July 2011. The term is on a rolling month basis. 
 
·     Fee is $2,000 (excluding GST) per full working day. 
 
The termination provisions are as follows: 
 
                                                   Notice period  Payment in lieu of notice  
 Employer  - initiated termination with reason     1 month        1 month                    
 Employer  - initiated termination without reason  1 month        1 month                    
 Termination for serious misconduct                None           None                       
 Employee - initiated termination                  1 month        None                       
 
 
End of Remuneration Report (Audited) 
 
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS 
 
The Company has entered into Deeds of Indemnity with the Directors, indemnifying them against certain liabilities and costs
to the extent permitted by law. 
 
The Company has also agreed to pay a premium in respect of a contract insuring the Directors and Officers of the Company
against certain liabilities and costs to the extent permitted by law.  Full details of the cover and premium are not
disclosed as the insurance policy prohibits the disclosure. 
 
CORPORATE GOVERNANCE 
 
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Jupiter
Energy Limited adhere to strict principles of corporate governance.  The Company's corporate governance statement is
included on page 22 of this annual report. 
 
AUDITOR INDEPENDENCE 
 
The Directors received the declaration included on page 28 of this annual report from the auditor of Jupiter Energy
Limited. 
 
NON-AUDIT SERVICES 
 
There were no non-audit services provided by the entity's auditors, Ernst & Young during the year. 
 
This report has been made in accordance with a resolution of the Directors. 
 
G A Gander 
 
Director 
 
Perth, Western Australia 
 
23 September 2014 
 
CORPORATE GOVERNANCE STATEMENT 
 
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Jupiter
adhere to strict principles of corporate governance. 
 
The Board of Directors of Jupiter Energy Limited is responsible for the overall corporate governance of the consolidated
entity, guiding and monitoring the business and affairs of Jupiter on behalf of the shareholders by whom they are elected
and to whom they are accountable. 
 
The Company's corporate governance principles and policies are structured with reference to the Corporate Governance
Councils best practice recommendations, which are as follows: 
 
Principle 1.   Lay solid foundations for management and oversight 
 
Principle 2.   Structure the Board to add value 
 
Principle 3.   Promote ethical and responsible decision making 
 
Principle 4.   Safeguard integrity in financial reporting 
 
Principle 5.   Make timely and balanced disclosure 
 
Principle 6.   Respect the rights of shareholders 
 
Principle 7.   Recognise and manage risk 
 
Principle 8.   Remunerate fairly and responsibly 
 
The Board's Corporate Governance Charter includes procedures for compliance with the ASX Listing Rules continuous
disclosure requirements, trading in the Company's securities, the management of risk, and a Code of Conduct. Jupiter's
corporate governance practices were in place throughout the year ended 30 June 2014. 
 
BOARD OF DIRECTORS 
 
Role of the Board 
 
In general, the Board is responsible for, and has the authority to determine, all matters relating to the policies,
practices, management and operations of the Company. It is required to do all things that may be necessary to be done in
order to carry out the objectives of the Company. 
 
Without intending to limit this general role of the Board, the principal functions and responsibilities of the Board
include the following: 
 
·     To set the strategic direction for the Company and monitor progress of those strategies; 
 
·     Establish policies appropriate for the Company; 
 
·     Monitor the performance of the Company, the Board and management; 
 
·     Approve the business plan and work programmes and budgets; 
 
·     Authorise and monitor investment and strategic commitments; 
 
·     Review and ratify systems for health, safety and environmental management; risk and internal control; codes of
conduct and regulatory compliance; 
 
·     Report to shareholders, including but not limited to, the Financial Statements of the Company; and 
 
·     Take responsibility for corporate governance. 
 
CORPORATE GOVERNANCE STATEMENT (continued) 
 
Composition of the Board 
 
To add value to the Company the Board has been formed so that it has effective composition, size and commitment to
adequately discharge its responsibilities and duties given its current size and scale of operations. 
 
The names of Directors of the Company in office at the date of this statement are set out in the Directors' Report.
Information regarding Directors' experience and responsibilities are included in the Directors' Report section of this
Annual Report. 
 
The number of Directors is specified in the Constitution of the Company as a minimum of three up to a maximum of ten. 
 
The preferred skills and experiences for a Director of the Company include: 
 
·     Exploration for oil and gas accumulations; 
 
·     Development and production operations of hydrocarbon accumulations; 
 
·     Financing of operations 
 
·     Business Development; and 
 
·     Public Company financial reporting and administration. 
 
Chairman of the Board 
 
The Chairman of the Board should be a Non-Executive Director and the Chairman will be elected by the Directors. Mr Geoff
Gander, however is an Executive Chairman and is not independent. Given his skills, experience and knowledge of the Company,
the Board considers that it is appropriate for him to be Chairman. 
 
Independent Directors 
 
The Board considers that a Director is independent if that Director complies with the following criteria: 
 
·     Apart from Director's fees and shareholding, independent Directors should not have any business dealings which could
materially affect their independent judgment; 
 
·     Must not have been in an Executive capacity in the Company in the last 3 years; 
 
·     Must not have been in an advisory capacity to the Company in the last 3 years; 
 
·     Must not be a significant customer or supplier for the Company; 
 
·     Must not be appointed through a special relationship with a Board member; 
 
·     Must not owe allegiance to a particular group of shareholders which gives rise to a potential conflict of interest; 
 
·     Must not hold conflicting cross Directorships; and 
 
·     Must not be a substantial shareholder or a nominee of a substantial shareholder (as defined under section 9 of the
Corporations Act). 
 
Using the ASX Best Practice Recommendations on the assessment of the independence of Directors. The Board considers that of
a total of four Directors, only one is considered independent. 
 
Mr Geoff Gander is an Executive Chairman of the Company and is not considered to be independent. However, his experience
and knowledge of the Company makes his contribution to the Board such that it is appropriate for him to remain on the
Board. 
 
Mr Baltabek Kuandykov is an independent Non-Executive Director of the Company. His oil industry experience, especially
within Kazakhstan, makes his contribution to the Board important and significant. 
 
Mr Alastair Beardsall is a Non-Executive Director of the Company and is not considered to be independent as he was a
nominee Director by The Waterford Group, a substantial shareholder. However, his experience and knowledge of the Company
makes his contribution to the Board such that it is appropriate for him to remain on the Board. 
 
CORPORATE GOVERNANCE STATEMENT (continued) 
 
Mr Scott Mison is an executive director / CFO / Company Secretary of the Company and is not considered to be independent.
However, his experience and knowledge of the Company makes his contribution to the Board such that it is appropriate for
him to remain on the Board. 
 
Retirement and Rotation of Directors 
 
Retirement and rotation of Directors are governed by the Corporations Act 2001 and the Constitution of the Company. Each
year one third Directors must retire and offer themselves for re-election. Any casual vacancy filled will be subject to
shareholder vote at the next Annual General Meeting of the Company. 
 
Independent Professional Advice 
 
Each Director has the right to seek independent professional advice at the Company's expense after consultation with the
Chairman. Once received the advice is to be made immediately available to all Board members. 
 
Access to Employees 
 
Directors have the right of access to any employee. Any employee shall report any breach of corporate governance principles
or Company policies to a Director and/or Company Secretary/CFO who shall remedy the breach. If the breach is not rectified
to the satisfaction of the employee, they shall have the right to report any breach to an independent Director without
further reference to senior managers of the Company. 
 
Insurance 
 
The Directors review the requirements for insurance cover for the associated risks for its field operations, including
drilling, production and storage of hydrocarbons and other activities and procures insurance cover at levels and costs they
feel are appropriate. 
 
Directors and officers insurance for Directors will be arranged by the Company at Company expense. 
 
Share Ownership 
 
Directors are encouraged to own Company shares. 
 
Board Meetings 
 
The following points identify the frequency of Board Meetings and the extent of reporting from management at the meetings: 
 
·     A minimum of four meetings are to be held per year; 
 
·     Other meetings will be held as required, meetings can be held by telephone link; and 
 
·     Information provided to the Board includes all material information on: operations, budgets, cash flows, funding
requirements, shareholder movements, broker activity in the Company's securities, assets and liabilities, disposals,
financial accounts, external audits, internal controls, risk assessment, new venture proposals, and health, safety and
environmental (HSE) reports. 
 
The number of Directors' meetings and the number of meetings attended by each of the Directors of the Company during the
financial year are set out in the Directors' Report. 
 
Board Performance Review 
 
There was no evaluation conducted during the financial year. 
 
CORPORATE GOVERNANCE STATEMENT (continued) 
 
Other Areas for Board Review 
 
·     Reporting to shareholders and the market to ensure trade in the Company's securities takes place in an efficient,
competitive and informed market; and 
 
·     Insurance, both corporate and joint venture related insurances. 
 
Board Committees 
 
Audit Committee 
 
The Company does not have an audit committee. The Board is of the opinion that due to the nature and size of the Company,
the functions performed by an audit committee can be adequately handled by the full Board. 
 
The CEO and the CFO declare in writing to the Board that the Company's financial statements for the year ended 30 June 2014
present a true and fair view, in all material aspects, of the Company's financial condition and operational results and are
in accordance with relevant accounting standards. This representation is made by the CEO and the CFO prior to the
Director's approval of the release of the annual and six monthly accounts. This representation is made after enquiry of,
and representation by, appropriate levels of management. 
 
A non-executive Director meets with the Auditors without Executives present to go through the financial statements prior to
sign off on the accounts. 
 
Jupiter Energy Limited has requested the external auditors to attend the annual general meeting to be available to answer
shareholders questions regarding the audit. 
 
Nomination Committee 
 
The Board of Directors of the Company does not have a nomination committee. The Board is of the opinion that due to the
nature and size of the Company, the functions performed by a nomination committee can be adequately handled by the full
Board. 
 
Remuneration Committee 
 
The Company does not have a remuneration committee. The Board is of the opinion that due to the nature and size of the
Company, the functions performed by a remuneration committee can be adequately handled by the full Board. 
 
Remuneration levels for Directors, Secretaries, Senior Executives of the Company, and relevant group Executives of the
consolidated entity ("the Directors and Senior Executives") are competitively set to attract and retain appropriately
qualified and experienced Directors and Senior Executives. 
 
The remuneration structures explained below are designed to attract suitably qualified candidates, reward the achievement
of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The remuneration structures
take into account: 
 
·     the capability and experience of the Directors and Senior Executives 
 
·     the Directors and Senior Executives ability to control the relevant segment/s' performance 
 
·     the consolidated entity's performance including: 
 
o  the consolidated entity's earnings 
 
o  the growth in share price and returns on shareholder wealth 
 
·     the amount of incentives within each Directors and Senior Executives remuneration 
 
For details of remuneration paid to Directors and officers for the financial year please refer to the Directors' Report on
page 17. 
 
CORPORATE GOVERNANCE STATEMENT (continued) 
 
Risk Management 
 
The risks involved in oil and gas exploration Company and the specific uncertainties for the Company continue to be
regularly monitored and the full Board of the Company meets on an annual basis to formally review such risks. All proposals
reviewed by the Board include a consideration of the issues and risks of the proposal. 
 
The potential exposures, including financial, reputation, and HSE, with running the Company have been managed by the Board
and senior management in Kazakhstan who together have significant broad-ranging industry experience. 
 
Additionally, it is the responsibility of the Board to assess the adequacy of the Company's internal control systems and
that its financial affairs comply with applicable laws and regulations and professional practices. The CEO and the CFO
declare in writing to the Board that the financial reporting risk management and associated compliance controls have been
assessed and found to be operating efficiently and effectively. This representation is made by the CEO and CFO prior to the
Director's approval of the release of the annual and six monthly accounts. This representation is made after enquiry of,
and representation by, appropriate levels of management. 
 
PROMOTION OF ETHICAL AND RESPONSIBLE DECISION-MAKING 
 
Code of Conduct 
 
The goal of establishing the Company as a significant Australian-based petroleum exploration and production Company is
underpinned by its core values of honesty, integrity, common sense and respect for people. The Company desires to remain a
good corporate citizen and appropriately balance, protect and preserve all stakeholders' interests. 
 
The Board has adopted a Code of Conduct for Directors and employees of the Company. The Company's goal of achieving above
average wealth creation for our shareholders should be enhanced by complying with this Code of Conduct which provides
principles to which Directors and employees should be familiar and to which they are expected to adhere and advocate. 
 
It is the responsibility of the Board to ensure the Company performs under this Code and for its regular review. 
 
Diversity 
 
The Board has not adopted a separate diversity policy, however is committed to workplace diversity and recognizes the
benefits arising from recruitment, development and retention of talented, diverse and motivated workforce. The Company is
not of a sufficient size to justify measurable objectives at this stage. As at 30 June 2014, there were thirteen women in
the Groups workforce, two of which held key executive positions. 
 
Trading in Company Securities by Directors, officers and employees 
 
Trading of shares is covered by, amongst other things, the Corporations Act, the ASX Listing Rules, the AIM Listing Rules
and the KASE Listing Rules. The Board has established a Securities Trading Policy that establishes strict guidelines as to
when a Director, officer or an employee can deal in Company shares. The policy prohibits trading in the Company's
securities whilst the Directors, officer or employee is in the possession of price sensitive information. 
 
For details of shares held by Directors and Officers please refer to the Directors' Report on page 3. 
 
CORPORATE GOVERNANCE STATEMENT (continued) 
 
SHAREHOLDER COMMUNICATION 
 
The Board aims to ensure that shareholders and the general investing community have equal access to the Company's
information. 
 
The Company has policies and procedures that are designed to ensure compliance with ASX, AIM and KASE Listing Rules
disclosure requirements and to ensure accountability at a senior management level for that compliance. This disclosure
policy includes processes for the identification of matters that may have material effect on the price of the Company's
securities, notifying them to the ASX and posting them on the Company's website. 
 
The Company also has a strategy to promote effective communication with shareholders and encourage effective participation
at general meetings through a policy of open disclosure to shareholders, regulatory authorities and the broader community
of all material information with respect to the Company's affairs including, but not limited to: 
 
·     Company's activities 
 
·     Conflicts of interest and related party transactions; 
 
·     Executive remuneration; 
 
·     The grant of options and details of Share Option and Performance Rights Plans; 
 
·     The process for performance evaluation of the Board, its committees, individual Directors and key managers; 
 
·     The link between remuneration paid to Directors and Executives and corporate performance; and 
 
·     The use of clear and concise text in all communications. 
 
The following information is communicated to shareholders and available on the Company web site (www.jupiterenergy.com): 
 
·     The Annual Report and notices of meetings of shareholders; 
 
·     Quarterly reports reviewing the operations, activities and financial position of the Company; 
 
·     All documents that are released to the ASX, AIM and KASE are made available on the Company's website; and 
 
·     All other information on the Company's website is updated on an ongoing basis. 
 
Financial Statements
FOR THE YEAR ENDED 30 JUNE 2014 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 
 
FOR THE YEAR ENDED 30 JUNE 2014 
 
                                                                                          Note  Consolidated    
                                                                                                2014A$          2013A$         
                                                                                                                               
                                                                                                                               
 Revenue                                                                                        7,586,442       5,778,057      
 Cost of sales                                                                                  (5,540,935)     (4,869,004)    
 Gross profit                                                                                   2,045,507       909,053        
                                                                                                                               
 FX gain / (loss)                                                                               809,868         (694,342)      
 Loss on extinguishment of convertible notes                                                    (295,194)       -              
 Gain / (loss)  on derivative financial instrument                                              614,301         (161,442)      
 General and administrative costs                                                         4     (3,790,286)     (4,499,291)    
 Operating loss                                                                                 (615,804)       (4,446,022)    
                                                                                                                               
 Finance income                                                                                 23,910          34,779         
 Finance costs                                                                                  (1,955,377)     (474,586)      
 Loss before tax                                                                                (2,547,271)     (4,885,829)    
                                                                                                                               
 Income tax expense                                                                       5     -               -              
 Loss after income tax                                                                          (2,547,271)     (4,885,829)    
                                                                                                                               
 Other comprehensive income net of tax                                                                                         
 Foreign currency translation                                                                   (12,643,204)    5,816,477      
                                                                                                                               
 Total comprehensive profit / (loss) for the period                                             (15,190,475)    930,648        
                                                                                                                               
                                                                                                                               
                                                                                                                               
 Earnings per share for loss attributable to the ordinary equity holders of the Company:                                       
                                                                                                                               
 Basic loss per share (cents)                                                             24    (1.66)          (3.25)         
 Diluted loss per share (cents)                                                           24    (1.66)          (3.25)         
                                                                                                                               
                                                                                                                               
 
 
The consolidated statement of comprehensive income is to be read in conjunction with the notes of the financial statements 
 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 
 
AS AT 30 JUNE 2014 
 
                                         Note  Consolidated    
                                               2014            2013            
                                               A$              A$              
 ASSETS                                                                        
 Current Assets                                                                
 Cash and cash equivalents               6     1,285,358       4,131,731       
 Trade and other receivables             7     1,296,631       1,119,496       
 Other current assets                    8     268,880         264,717         
 Inventories                             9     49,606          59,087          
 Total Current Assets                          2,900,475       5,575,031       
                                                                               
 Non-Current Assets                                                            
 Trade and other receivables             7     2,522,291       3,818,391       
 Oil and gas properties                  10    20,283,793      25,908,977      
 Plant and equipment                     11    1,042,508       1,617,097       
 Exploration and evaluation expenditure  12    31,986,316      34,710,757      
 Other financial assets                  13    482,815         460,951         
 Total Non-Current Assets                      56,317,723      66,516,173      
 Total Assets                                  59,218,198      72,091,204      
                                                                               
 Current Liabilities                                                           
 Trade and other payables                14    1,030,222       2,678,639       
 Deferred revenue                        15    844,773         1,642,837       
 Other financial liabilities             17    -               3,280,160       
 Derivative liability                    17    229,400         763,177         
 Provisions                              16    58,061          86,574          
 Total Current Liabilities                     2,162,456       8,451,387       
                                                                               
 Non-current Liabilities                                                       
 Provisions                              16    294,538         452,942         
 Other financial liabilities             17    16,931,066      8,613,730       
 Total Non-Current Liabilities                 17,225,604      9,066,672       
 Total Liabilities                             19,388,060      17,518,059      
                                                                               
 Net Assets                                    39,830,138      54,573,145      
                                                                               
 Equity                                                                        
 Contributed equity                      18    85,633,935      85,633,935      
 Share based payment reserve             19    5,695,838       5,248,370       
 Foreign currency translation reserve    19    (11,573,714)    1,069,490       
 Accumulated losses                            (39,925,921)    (37,378,650)    
 Total Equity                                  39,830,138      54,573,145      
                                                                               
                                                                               
 
 
The consolidated statement of financial position is to be read in conjunction with the notes of the financial statements. 
 
CONSOLIDATED STATEMENT OF CASH FLOWS 
 
FOR THE YEAR ENDED 30 JUNE 2014 
 
                                                               Note  Consolidated    
                                                                     2014            2013             
                                                                     A$              A$               
 Cash flow from operating activities                                                                  
 Receipts from customers                                             8,565,902       9,250,333        
 Payments to suppliers and employees                                 (10,580,704)    (11,257,385)     
 Interest received                                                   23,910          34,779           
 Net cash flows (used in) operating activities                 26    (1,990,892)     (1,972,273)      
                                                                                                      
 Cash flows from investing activities                                                                 
 Payments for exploration and evaluation expenditure                 (3,954,596)     (16,634,046)     
 Payments for plant and equipment                                    (20,461)        (843,706)        
 Net Cash flows (used in) investing activities                       (3,975,057)     (17, 477,752)    
                                                                                                      
 Cash flows from financing activities                                                                 
 Proceeds from issues of shares                                      -               11,613,015       
 (Repayment) / Proceeds from unsecured loan                          (3,190,500)     5,760,840        
 Proceeds from convertible notes                                     6,916,800       6,189,480        
 Fee on issue of convertible note                                    (208,065)       (281,988)        
 Transactions cost from issue of shares and convertible notes        -               (501,217)        
 Interest paid                                                       -               (148,378)        
 Net cash flows from financing activities                            3,518,235       22,631,752       
                                                                                                      
 Net increase / (decrease) in cash held                              (2,447,714)     3,181,727        
 Effects of exchange rate changes                                    (398,659)       554,559          
 Cash at beginning of the year                                       4,131,731       395,445          
 Cash at end of the year                                       6     1,285,358       4,131,731        
 
 
The statement of cash flows is to be read in conjunction with the notes of the financial statements. 
 
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2014 
 
                                                      Issued capital  Share Based PaymentReserve  Foreign Currency Translation Reserve  Accumulated Losses  Total         
                                                      A$              A$                          A$                                    A$                  A$            
 CONSOLIDATED                                                                                                                                                             
                                                                                                                                                                          
 As at 1 July 2012                                    71,236,136      4,472,289                   (4,746,987)                           (32,492,821)        38,468,617    
 Loss for the period                                  -               -                           -                                     (4,885,829)         (4,885,829)   
 Other comprehensive income                           -               -                           5,816,477                             -                   5,816,477     
 Total comprehensive income                           -               -                           5,816,477                             (4,885,829)         930,648       
 Transactions by owners recorded directly in equity:                                                                                                                      
 Share based payments                                 -               776,081                     -                                     -                   776,081       
 Shares issued                                        14,899,015      -                           -                                     -                   14,899,015    
 - Costs of issue                                     (501,216)       -                           -                                     -                   (501,216)     
 At 30 June 2013                                      85,633,935      5,248,370                   1,069,490                             (37,378,650)        54,573,145    
                                                                                                                                                                          
                                                                                                                                                                          
 As at 1 July 2013                                    85,633,935      5,248,370                   1,069,490                             (37,378,650)        54,573,145    
 Loss for the period                                  -               -                           -                                     (2,547,271)         (2,547,271)   
 Other comprehensive income                           -               -                           (12,643,204)                          -                   (12,643,204)  
 Total comprehensive income                           -               -                           (12,643,204)                          (2,547,271)         (15,190,475)  
 Transactions by owners recorded directly in equity:                                                                                                                      
 Share based payments                                 -               447,468                     -                                     -                   447,468       
 At 30 June 2014                                      85,633,935      5,695,838                   (11,573,714)                          (39,925,921)        39,830,138    
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
 
 
The statements of changes in equity are to be read in conjunction with the notes of the financial statements. 
 
 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2014  
 1                                                                                     CORPORATE INFORMATION                                                                      
                                                                                       The financial report of Jupiter Energy Limited for the year ended 30 June 2014 was   
                                                                                       authorised for issue in accordance with a resolution of the directors on 23 September 
                                                                                       2014.                                                                                
                                                                                                                                                                                    
                                                                                       Jupiter Energy Limited is a company limited by shares incorporated in Australia whose 
                                                                                       shares are publicly traded on the Australian Stock Exchange and on London's AIM      
                                                                                       Market (as CDI's). Jupiter Energy Limited is a for profit entity.                    
 

- More to follow, for following part double click  ID:nRSW3515Sc

Recent news on Jupiter Energy

See all news