Notice is hereby given that the annual general meeting
of the company will be held in the conference room of the Atlantic
Hotel, St. Bredale, Jersey, JE3 8HE, Channel Islands on 30 April
2007 at 08h45 for the following business:
ORDINARY BUSINESS OF THE COMPANY
| 1 |
To receive and adopt the company’s financial
statements for the year ended 31 December 2006 and the reports
of the directors and the auditors thereon. |
| |
|
| 2 |
To elect Norborne Page Cole (whose appointment
automatically ends on the day of the annual general meeting
in accordance with the articles of association) as a director.
Mr Cole was appointed to the board during the year and is recommended
by the board for election. Mr Cole was initially appointed
to the board on 3 May 2006 and serves as a member of the remuneration
committee and the governance and nomination committee. In terms
of the definitions of the Combined Code and the Sarbanes Oxley
Act, Mr Cole is deemed a non-executive director. Mr Cole retired
after many years service to the Coca-Cola organisation as the
CEO of Coca-Cola Amatil, based in Sydney Australia. Since retirement,
Mr Cole has and continues to serve as a director for other
listed and non-listed companies. |
| |
|
| 3 |
To elect Dr Karl Voltaire (whose appointment
automatically ends on the day of the annual general meeting
in accordance with the articles of association) as a director.
Dr Voltaire was appointed to the board during the year and
is recommended by the board for election. Dr Voltaire was initially
appointed to the board on 3 May 2006 and serves as a member
of the audit committee. In terms of the definitions of the
Combined Code and the Sarbanes Oxley Act, Dr Voltaire is deemed
a non-executive director. Dr Voltaire, who holds a PhD in finance
from the University of Chicago, served for many years with
the World Bank. Currently, he is the CEO of the Nelson Mandela
Institution based in Nigeria. |
| |
|
| 4 |
To re-elect Philippe Liétard (who retires
by rotation in accordance with the articles of association)
as a director, as recommended by the board of directors of
the company. Mr Liétard was initially appointed to the
board of directors in February 1998. On 4 November 2004, Mr
Liétard was appointed the non-executive chairman of
the company. Mr Liétard joined the board initially,
and until his retirement from that organisation, as a representative
of the International Finance Corporation, which he served in
the capacity of the director in charge of the oil, mining and
gas divisions. Since his retirement Mr Liétard has been
an independent consultant and promotor of mining and energy
investments and currently serves as president of the “Rocheambeau” Foundation. |
| |
|
| 5 |
To re-elect Robert Irving Israel (who retires
by rotation in accordance with the articles of association)
as a director, as recommended by the board of directors of
the company. Mr Israel was initially appointed to the board
of directors in 12 June 1997 and serves as the chairman of
the remuneration committee. In terms of the definitions of
the Combined Code and the Sarbanes Oxley Act, Mr Israel is
deemed a non-executive director. |
| |
|
|
Mr Israel is a partner at Compass Partners
LLP, a specialist corporate finance firm in the natural resources
sector having 27 years’ experience in this sector.
| 6 |
To receive and adopt the remuneration
committee report. |
| |
|
| 7 |
To approve fees payable to directors
as follows: |
| |
a) |
A general annual retainer to all
non-executive directors of US$45 000; |
| |
b) |
An annual committee assignment fee
of US$25 000, with an additional premium for membership of
the audit committee of US$10 000; |
| |
c) |
The chairman of a board committee
to receive a committee assignment fee of US$40 000; |
| |
d) |
The senior independent director,
in addition to the general annual retainer but in lieu of any
committee assignment fee, to receive an additional US$75 000; |
| |
e) |
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; |
| |
f) |
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: |
| |
|
i) |
Termination other than resignation or dismissal; |
| |
|
ii) |
Voluntary retirement after the age of 65 with
a minimum of three years’ service as a director; and |
| |
|
iii) |
Change in control of the company. |
| |
|
|
|
| 8 |
To appoint BDO Stoy Hayward LLP
as auditors of the company for the year ending 31 December
2007. |
NOTES
The Register of directors’ interests and copies of all service
contracts of the company will be available during normal business hours
at the registered office from the date of this notice until the conclusion
of the meeting. A member entitled to attend and vote at the meeting
may appoint one or more proxies to attend, vote, speak and act in his/her
stead. A proxy need not be a member of the company. For the convenience
of members who are unable to attend the meeting but wish to be represented
thereat, a proxy form is attached. Attention is drawn to the fact that,
if it is to be effective, a completed proxy form must reach Computershare
Investor Services (Channel Islands) Limited, at least 48 hours (Saturday,
Sunday and public holidays excluded) before the time appointed for
the meeting, being 08h45 on Thursday 27 April 2007.
By order of the board
David J Haddon
Secretary
13 March 2007 |
