general annual retainer but in lieu of any committee
assignment fee, to receive an additional US$75 000;
The non-executive chairman, in addition to the
general annual retainer but in lieu of any committee
assignment fee, to receive an additional US$90 000;
An award to each director of US$30 000 to be
translated into a number of “restricted” shares. The
shares are to vest over a three year period from the
date of the award.
Vesting would
accelerate on the following conditions:
Termination other than resignation or dismissal;
Voluntary retirement after the age of 65 with a
minimum of three years service as a director; and
Change in control of the company.
A non-executive director must hold shares at least equal
in value (as at the beginning of the year) to the general
annual retainer. New directors would be granted three
years in which to acquire the required shareholding
and this period could be extended by the unanimous
approval of the disinterested directors. If the number
of shares were to fall below the threshold due to a fall
in the share price, no additional purchase of shares
would be required. Save for Mr Cramer, all the directors
hold shares equal to the value of the general annual
retainer.
For details of directors’ shareholdings see page
39 of
this report.
Previously, non-executive directors were granted share
options over the company’s ordinary shares. These
share options were awarded to non-executive directors
at a time when such options were not considered as
affecting a director’s independence and with the intention
of aligning directors’ interests with those of shareholders.
Currently only three non-executive directors have
unexercised share options. Details of the remaining
DIRECTORS’ REMUNERATION AND INTERESTS
Summary of directors’ remuneration
Basic
Basic
Bonus/
Bonus/
Other
salary/
salary/
service
service
pay-
Other
fees
fees
contract
contract
ments
payments
Total
Total
31 Dec
31 Dec
31 Dec
31 Dec
31 Dec
31 Dec
31 Dec
31 Dec
US$
2005
2004
2005
2004
2005
2004
2005
2004
Executive
DM Bristow 600 000 530 156 975 136 1 118 022 693 700 535 250 2 268 836 2 183 428
RA Williams 278 208 239 040 325 045 372 674 -
- 603 253 611 714
RAR Kebble**
- 343 750 975 136 1 118 022
- 1 093 750 975 136 2 555 522
Subtotal
878 208 1 112 946 2 275 317 2 608 718 693 700 1 629 000 3 847 225 5 350 664
Non-executive
P Liétard
135 000 102 500
-
- 30 000
- 165 000 102 500
BH Asher 120 000 115 000
-
- 30 000
- 150 000 115 000
J-A Cramer 80 000 85 000
-
- 30 000
- 110 000 85 000
RI Israel
85 000 68 000
-
- 30 000
- 115 000 68 000
AL Paverd
80 000 85 000
-
- 30 000
- 110 000 85 000
Subtotal
500 000 455 500
-
- 150 000
- 650 000 455 500
TOTAL
1 378 208 1 568 446 2 275 317 2 608 718 843 700 1 629 000 4 497 2255 806 164
* Other payments to Dr DM Bristow in 2004 and 2005 comprise the grant of shares. The award in 2005 of
US$30 000
to each non-executive director was translated into share grants which vest over
a three year period
from the
date of the award.
** Mr RAR Kebble resigned from the board with effect from 3 November 2004. All amounts shown as remuneration
for 2005
and the “other payments” for 2004 reflect payments in settlement of Mr RAR Kebble’s
termination
agreement.
The bonus is calculated on the movement in the company’s share price based on a calendar year to 31 March. The
2005 bonuses, as shown above, reflect the amounts paid in April 2005 in respect of the movement in the share price
from 1 April 2004 to 31 March 2005, being US$10.70 to US$12.36. At 31 December 2005, the company accrued
US$2.1 million for bonus payments, in respect of 2005, based on a share price of US$16.13. Based on a share price
at 13 March 2006, the date of the signing of the accounts, the aggregate accrued amount of the bonuses payable
for the period up to that date would be the higher amount of US$3.0 million. Bonuses in respect of the 2005 year
are expected to be paid in April 2006 in terms of the provisions of the service contracts.
38 Annual
Report 2005 Randgold Resources
