DIRECTORS’ REPORT
The directors present their report and the audited financial statements of the Group for the year ended
31 December 2007.
DIRECTORS AND DIRECTORS’ INTERESTS
The directors who held office during the year and until the date of these accounts were:
| |
|
|
|
Executive / |
|
|
| Director |
|
Date appointed |
|
Non-executive |
|
Independent |
| Burt RO |
|
1 January 2007 |
|
Non-executive |
|
Yes |
| Delafield PGR |
|
1 January 2007 |
|
Non-executive |
|
Yes |
| Emerson RV |
|
24 September 2007 |
|
Non-executive |
|
No |
| Herselman Dr JP |
|
3 November 2006 |
|
Executive |
|
No |
| Hinxman M |
|
3 November 2006 |
|
Executive |
|
No |
| Mokoena Professor T |
|
1 January 2007 |
|
Non-executive |
|
Yes |
| Moncreiffe Hon. PDEM |
|
3 November 2006 |
|
Non-executive |
|
No |
| Richardson MH |
|
3 November 2006 |
|
Non-executive |
|
Yes |
| Wood C (Chairman) (1) |
|
1 January 2007 |
|
Executive |
|
No |
(1) C Wood appointed as executive chairman on 20th September 2007, previously held appointment as non-executive chairman.
The following directors resigned from office during the year :
| Director |
|
Date appointed |
|
Date resigned |
| Cawley NB |
|
3 November 2006 |
|
20 February 2007 |
| Hunter AG |
|
1 January 2007 |
|
23 September 2007 |
Directors’ interests :
As at the date of this report, the interest of the directors and their related entities in the shares and options
of Noventa Limited were :
| |
|
|
|
Options over |
| |
|
Ordinary shares held |
|
Ordinary Shares |
| Herselman Dr JP |
|
1,265,811 |
|
- |
| Wood C |
|
1,229,235 |
|
1,000,000 (1) |
| Mokoena Professor T |
|
465,116 |
|
- |
| Hinxman M |
|
93,023 |
|
- |
(1) The option over ordinary shares was issued to C Wood by the Noventa Employee Benefit Trust on 24th September 2007 at an exercise price of £1.15 per share.
According to the register of directors' interest, other than as disclosed above no rights to subscribe for shares of the company or any other group company were granted to any of the directors or their immediate families, or exercised by them, during the financial year.
Details of the nature and amount of each element of remuneration earned by each director of the Group
during the financial year are shown in the table below.
| |
|
Directors’ |
|
Base |
|
Consulting |
|
|
| |
|
fees |
|
salary |
|
fees |
|
Total |
| Directors |
|
US$ 000 |
|
US$ 000 |
|
US$ 000 |
|
US$ 000 |
| Burt RO (1) |
|
65 |
|
- |
|
73 |
|
138 |
| Cawley NB |
|
- |
|
- |
|
- |
|
- |
| Delafield P |
|
65 |
|
- |
|
- |
|
65 |
| Emerson RV |
|
14 |
|
- |
|
- |
|
14 |
| Herselman Dr JP (2) |
|
- |
|
342 |
|
- |
|
342 |
| Hinxman M |
|
- |
|
198 |
|
- |
|
198 |
| Hunter AG |
|
55 |
|
- |
|
- |
|
55 |
| Mokoena Prof TR |
|
59 |
|
- |
|
- |
|
59 |
| Moncreiffe Hon. PDEM |
|
85 |
|
- |
|
- |
|
85 |
| Richardson MH |
|
50 |
|
- |
|
- |
|
50 |
| Wood C |
|
83 |
|
121 |
|
- |
|
204 |
| Directors’ emoluments and fees |
|
476 |
|
661 |
|
73 |
|
1,210 |
Senior management
| Russell F |
|
270 |
|
- |
|
270 |
| Whitehouse D (3) |
|
80 |
|
152 |
|
232 |
| Rademeyer L |
|
53 |
|
- |
|
53 |
| Senior managements’ emoluments |
|
403 |
|
152 |
|
555 |
(1) Includes payments to GraviTa for consulting services.
(2) Includes payments to Sazerac Management Corporation for Dr Herselman’s services until 28 February 2007.
(3)
Includes payments to Alitum Africa (Proprietary) Limited for consultancy services.
Meetings of directors
The Board has established four standing committees to assist in the execution of its responsibilities : the
Audit Committee, the Remuneration Committee, the Nomination Committee and the Health, Safety,
Environment & Community Committee. Other committees may be formed from time to time to deal with
specific matters. Each committee operates under a charter approved by the Board detailing their role,
structure, responsibilities and membership requirements. Each committee comprises a majority of non-executive
directors and is chaired by a non-executive director.
The number of meetings of the Board of directors of Noventa held during the year ended 31 December
2007 (i.e. since admission) and the number of meetings attended by each director are tabled below :
| |
|
|
|
Number of meetings attended |
|
|
| Director |
|
Board |
|
Remuneration |
|
Audit |
|
HSE |
|
Nomination |
| Burt RO |
|
4 |
|
3 |
|
- |
|
3 |
|
- |
| Delafield P |
|
4 |
|
3 |
|
2 |
|
- |
|
- |
| Emerson RV |
|
1 |
|
- |
|
- |
|
- |
|
- |
| Herselman Dr JP |
|
4 |
|
- |
|
- |
|
3 |
|
- |
| Hinxman M |
|
4 |
|
- |
|
- |
|
- |
|
- |
| Hunter AG |
|
1 |
|
- |
|
- |
|
- |
|
1 |
| Mokoena Prof TR |
|
4 |
|
- |
|
2 |
|
3 |
|
2 |
| Moncreiffe Hon. PDEM |
|
2 |
|
1 |
|
1 |
|
- |
|
- |
| Richardson MH |
|
2 |
|
- |
|
- |
|
- |
|
- |
| Wood C |
|
4 |
|
2 |
|
- |
|
- |
|
2 |
| |
|
|
|
Number of meetings held while in office |
|
|
| Director |
|
Board |
|
Remuneration |
|
Audit |
|
HSE |
|
Nomination |
| Burt RO |
|
4 |
|
3 |
|
- |
|
3 (‡) |
|
- |
| Delafield P (‡) |
|
4 |
|
3(‡) |
|
2 (‡) |
|
- |
|
- |
| Emerson RV |
|
1 |
|
- |
|
- |
|
- |
|
- |
| Herselman Dr JP |
|
4 |
|
- |
|
- |
|
3 |
|
- |
| Hinxman M |
|
4 |
|
- |
|
- |
|
- |
|
- |
| Hunter AG |
|
3 |
|
- |
|
- |
|
- |
|
2 |
| Mokoena Prof TR |
|
4 |
|
- |
|
2 |
|
3 |
|
2 (‡) |
| Moncreiffe Hon. PDEM |
|
4 |
|
3 |
|
2 |
|
- |
|
- |
| Richardson MH |
|
4 |
|
- |
|
- |
|
- |
|
- |
| Wood C |
|
4 (‡) |
|
2 |
|
- |
|
- |
|
2 |
|