16 January 2012
Dear Shareholder
Notice of Annual General Meeting
Notice is hereby given that the eighth Annual General Meeting
of Heemskirk Consolidated Limited will be held at the RACV
Club, Level 2, 501 Bourke Street, Melbourne, Victoria on
Thursday 23 February 2012 at
11:00am (AEDT).
Items of Business
Item 1 Receipt of Financial Report, Directors' Report and Auditor's Report
To receive and consider the Financial Report, Directors' Report and Auditor's Report for the year ended 30 September 2011.
Ordinary Resolutions
Item 2 Adoption of Remuneration Report
To consider, and if thought fit, pass the following
resolution as a non binding ordinary resolution: "That for
the purpose of section 250R(2) of the Corporations Act, the
Remuneration Report of the
Company for the financial year ended 30 September 2011 be
adopted."
Voting exclusion: The Company will disregard any votes cast on this resolution by certain persons. Details of the Voting Exclusion applicable to this Resolution are set out in Item 2 of the Explanatory Notes below.
Item 3 To Elect Mr Graham Lenzner as Director
To consider, and if thought fit, pass the following
resolution as an ordinary resolution:
"That Mr Graham Lenzner, having been appointed as a Director
by the Board of the Company since the last Annual General
Meeting, retires in accordance with Rule 13.2 of the
Company's Constitution and being eligible, offers himself for
election."
Notes: The non-candidate directors unanimously support the election of Mr Graham Lenzner. The Chairman of the meeting intends to vote undirected proxies in favour of Mr Graham Lenzner's election.
Item 4 To Elect Mr Garry Cameron as Director
To consider, and if thought fit, pass the following
resolution as an ordinary resolution:
"That Mr Garry Cameron, having been appointed as a Director
by the Board of the Company since the last Annual General
Meeting, retires in accordance with Rule 13.2 of the
Company's Constitution and being eligible, offers himself for
election."
Notes: The non-candidate directors unanimously support the election of Mr Garry Cameron. The Chairman of the meeting intends to vote undirected proxies in favour of Mr Garry Cameron's election.
Item 5 To Elect Mr John Taylor as Director
To consider, and if thought fit, pass the following
resolution as an ordinary resolution:
"That Mr John Taylor, having been appointed as a Director by
the Board of the Company since the last Annual General
Meeting, retires in accordance with Rule 13.2 of the
Company's Constitution and being eligible, offers himself for
election."
Notes: The non-candidate directors unanimously support the election of Mr John Taylor. The
Chairman of the meeting intends to vote undirected proxies in favour of Mr John Taylor's election.
Item 6 To Elect Mr Peter Bird as Director
To consider, and if thought fit, pass the following
resolution as an ordinary resolution:
"That Mr Peter Bird, having been appointed as a Director by
the Board of the Company since the last Annual General
Meeting, retires in accordance with Rule 13.2 of the
Company's Constitution and being eligible, offers himself for
election."
Notes: The non-candidate directors unanimously support the election of Mr Peter Bird. The
Chairman of the meeting intends to vote undirected proxies in favour of Mr Peter Bird's election.
Item 7 To Re-elect Mr William (Lex) Hansen as Director
To consider, and if thought fit, pass the following
resolution as an ordinary resolution:
"That Mr William (Lex) Hansen, who retires by rotation in
accordance with Rule 16.1 of the
Company's Constitution, being eligible offers himself for
re-election as a Director."
Notes: The non-candidate directors unanimously support the re-election of Mr William (Lex) Hansen. The Chairman of the meeting intends to vote undirected proxies in favour of Mr William (Lex) Hansen's re- election.
Further details of the above resolutions are set out in the
Explanatory Notes to this Notice of Annual General
Meeting.
By order of the Board
Yours sincerely
Colin Walker
Company Secretary
Item 1 - Financial Statements and Results
The Corporations Act 2001 (Cth) ("Corporations Act") requires
the Financial Report (which includes Financial Statements,
Notes to the Financial Statements and Directors'
Declaration), the Directors' Report and the Auditor's Report
to be tabled at the Annual General Meeting. The Constitution
of Heemskirk Consolidated Limited provides for these reports
to be received and considered at the Meeting. There is no
requirement either in the Corporations Act or the
Constitution for shareholders to approve the Financial
Report, the Directors' Report or the Auditor's Report.
Shareholders will be given a reasonable opportunity to ask
questions and make comments on these reports.
The Company's Annual
Report (which includes the Financial Report and associated
reports of the Directors and the Auditors) is available on
the Company's website at www.heemskirk.com
Item 2 -Remuneration Report
In accordance with the requirements of the Corporations Act,
the Board is submitting its Remuneration Report to
shareholders for consideration and adoption by way of
advisory resolution. This resolution does not bind the
Directors or the Company. The Directors' Report on page 20 of
the 2011 Annual Report sets out the Remuneration Policy for
Heemskirk and explains the remuneration arrangements in place
for Executive Directors, Senior Executives and Non-Executive
Directors.
A reasonable opportunity will be provided for shareholders to
ask questions about or make comments on the
Remuneration Report at the Meeting.
Pursuant to the Corporations Amendment (Improving
Accountability for Director and Executive Remuneration) Bill
2011 which amended the Corporations Act from 1 July 2011, if
25% or more of votes that are cast are voted against the
adoption of the Remuneration Report at two consecutive annual
general meetings (effectively, "two strikes"),
shareholders will be required to vote at the second of those
annual general meetings on a resolution (referred to as a
"spill resolution") that another meeting be held
within
90 days at which all of the Company's Directors (other
than the Managing Director and CEO) must go up for
re-election. The spill resolution requirements will only be
triggered where both strikes occur after 1 July
2011. On this basis, while votes on the Remuneration Report
at this Annual General Meeting will be counted towards the
two strikes, the first spill resolution can only potentially
occur following the Company's
2013 Annual General Meeting.
Also, the Corporations Amendment (Improving Accountability
for Director and Executive Remuneration) Bill
2011 has introduced new prohibitions on key management
personnel and their closely related parties from voting or
voting undirected proxies on a resolution for the adoption of
the Remuneration Report. Accordingly, any undirected proxies
held by the Chairman of the meeting, other Directors or by
other Key Management Personnel or their closely related
parties for the purposes of the Resolution in item 2 will not
be voted on the Resolution in item 2.
The Company encourages all Shareholders to cast their votes
in relation to the Resolution in item 2 and if Shareholders
choose to appoint a proxy, Shareholders are encouraged to
direct their proxy how to vote on the Resolution in item 2 by
marking either "For", "Against" or
"Abstain" on the proxy form or by marking the
Chairman's box (in which case the Chairman of the meeting
will vote in favour of the Resolution in item 2 as your
proxy).
Voting exclusion statement in respect of Item 2
The following persons may not vote, and the Company will
disregard any votes cast by the following persons on the
Resolution in Item 2:
a) each of the 6 Directors of the Company named in the table
on page 26 of the 2011 Annual Report;
b) each of the key management personnel of the Company named
in the table on page 27 of the 2011
Annual Report;
c) each "closely related party" (as defined in Section 9 of
the Corporations Act) of a person in a) or b)
above.
Page 1
However, a person described above may cast a vote on the
Resolution in Item 2 if all of the following are
satisfied:
a) the person in the above paragraph is appointed as a proxy;
and
b) the shareholder making the appointment does not fall
within the above paragraph; and
c) the shareholder directs in the Proxy Form how the proxy is
to vote (either "for" or "against") on
Resolution in Item 2.
Recommendation on Item 2
The Remuneration Report forms part of the Directors' Report for the year ended 30 September 2011 and is made in accordance with a unanimous resolution of the Directors. While noting that each Director has a personal interest in their remuneration, as described in the Remuneration Report, the Board unanimously recommends that shareholders vote in favour of adopting the Remuneration Report.
Item 3 - Election of Director - Mr Graham Lenzner
A profile of Mr Graham Lenzner is set out below:
Graham Lenzner
BEc, FAICD
Non Executive Chairman
Mr Graham Lenzner has had a career spanning over 35 years in
the funds management industry, insurance, stockbroking, the
building industry and financial markets. He brings extensive
management, financial and strategic planning experience to
Heemskirk. Graham is also Chairman of Device Technologies
Australia Ltd and former Chairman of Aevum Ltd.
He was an Executive Director of the Armstrong Jones Group for
12 years, the last four as Joint Managing Director. Previous
roles include Finance and Deputy MD of Aquila Steel and GM
Finance and Investments of MMI Insurance Ltd.
Mr Lenzner joined the Board on 24 February 2011.
Recommendation on Item 3
The Board (other than Mr Graham Lenzner) unanimously
recommends that Shareholders vote in favour of
Mr Lenzner's election.
Item 4 - Election of Director - Mr Garry Cameron
A profile of Mr Garry Cameron is set out below:
Garry Cameron PSM
BBus(A/c,) BEc(Hons), MEc, FAICD, FCPA
Non Executive Director and Chairman of the Audit & Risk Committee
Mr Garry Cameron was Managing Director of a listed property
group for 10 years and prior executive roles include
Executive Director Finance for Telstra. He is currently a Non
Executive Director with ANZ Specialised Asset Management, ANZ
Balanced Equity Funds Ltd and AHS Hospitality Ltd and Molopo
Energy Limited. The ANZ roles over the past five years have
been in funds management of energy and infrastructure
projects particularly focussed on large coal, gas and
biofuels projects from exploration to delivery.
Mr Cameron was recognised in 1992 on the Australia Day
honours list for his contributions to the Finance and
Telecommunications industries.
Mr Cameron is Chairman of the Audit & Risk Committee and a
member of the Remuneration & Nomination
Committee. He joined the Board on 24 February 2011.
Page 2
Recommendation on Item 4
The Board (other than Mr Garry Cameron) unanimously
recommends that Shareholders vote in favour of
Mr Cameron's election.
Item 5 - Election of Director - Mr John Taylor
A profile of Mr John Taylor is set out below:
John Taylor
BE(Chem), MBA, FIChemE.
Non-Executive Director
Mr John Taylor recently retired from a long career as
Managing Director of Outotec Australasia Pty Ltd (previously
Outokumpu Technology and prior to that, Lurgi Australia). He
has held senior positions in management, process engineering
and plant construction, primarily in the mining, minerals
processing and environmental sectors.
Mr Taylor is a Non Executive Director of Kentor Gold Limited
and was previously a Non Executive Director of listed
companies Ticor Ltd, Environmental Group Ltd and Ausmelt
Limited.
He is a part time consultant to Outotec South East Asia
Pacific.
Mr Taylor is a member of the Audit & Risk Committee. He
joined the Board on 9 May 2011.
Recommendation on Item 5
The Board (other than Mr John Taylor) unanimously recommends
that Shareholders vote in favour of
Mr Taylor's election.
Item 6 - Election of Director - Mr Peter Bird
A profile of Mr Peter Bird is set out below:
Mr Peter Bird retired from the Board of Heemskirk on 24
February 2011. Peter joined the Board on incorporation and
was a member of the Risk Committee and a representative of
the Pajingo Mine Joint Venture Committee. Peter remained at
the Company as Executive General Manager Corporate.
On 1 December 2011 the Board appointed Peter Bird Managing
Director of the Company and an Executive Director of the
Board. Peter has worked in the resource industry for over 20
years. He brings operational and corporate experience
combined with a strong understanding of company analysis and
global investment markets.
Peter is a geologist and has held technical, management,
investment and human resource positions with major companies
such as Western Mining Corporation Limited, Merrill Lynch
Equities and Newmont Mining Corporation and executive
positions with Normandy Mining Limited and Newcrest Mining
Limited. Peter is Non Executive Chairman of Excelsior Gold
Limited.
Recommendation on Item 6
The Board (other than Mr Peter Bird) unanimously recommends
that Shareholders vote in favour of
Mr Bird's election.
Item 7 - Re-election of Director - Mr William (Lex) Hansen
Rule 16.1 of the Company's Constitution requires one third of
Directors (except for the Managing Director) to retire each
year (by rotation). Mr William (Lex) Hansen retires this year
in accordance with this Rule. He is permitted to seek
re-election.
A profile of Mr William (Lex) Hansen is set out below:
Page 3
William A (Lex) Hansen
BSc, MBA, FAusIMM, FAICD
Non-Executive Director and Chairman of the Remuneration & Nomination Committee
Mr William (Lex) Hansen has more than 45 years' experience
within the mining industry. He was an Executive Director of
Corporate Finance (Mining) at HSBC Bank Australia Limited
with regional responsibility for resources debt and equity
investment appraisals and underwriting transactions.
Mr Hansen was a Director and Partner of share-broking firm
Roach & Co. Prior to that, he held technical and finance
positions with CSR Limited, Tenneco Corp and Utah Development
Company. Lex is a Non-Executive Director of Platinum
Australia Limited and Endocoal Limited and is also a key
adviser to London-based Anglo Pacific Group plc.
Mr Hansen is Chairman of the Remuneration & Nomination
Committee and a member of the Audit & Risk
Committee. He joined the Board on 1 March 2004.
Recommendation on Item 7
The Board (other than Mr William (Lex) Hansen) unanimously recommends that Shareholders vote in favour of Mr Hansen's re-election.
Page 4
General NotesEntitlement to Vote
The Company has determined in accordance with Part 7.11 of the Corporations Regulations that for the purpose of voting at the Meeting, shares will be taken to be held by those persons recorded on the Company's register as at 7:00pm Australian Eastern Daylight Saving Time on Tuesday 21 February 2012.
Corporate Representatives
For a corporate representative to vote, they will require a
Certificate of Appointment of Corporate
Representative executed in accordance with the Corporations
Act.
Voting
On a show of hands, every member present in person or by proxy or by attorney or, in the case of a corporation, by duly appointed representative, shall have one vote and on a poll one vote for every share held provided that if a member appoints two proxies or two attorneys, neither proxy nor attorney shall be entitled to vote on a show of hands.
Proxies
A member entitled to attend and vote at the Annual General
Meeting may appoint one or two persons to attend and vote at
the Meeting as the member's proxy. If you wish to appoint a
second proxy you will need to complete a second form.
Computershare Investor Services Pty Limited will provide
additional proxy forms upon request.
A proxy need not be a member. If two proxies are appointed,
each proxy must be appointed to represent a specified
proportion of the member's voting rights. If the vote split
is not specified, it is deemed to be equally divided between
the two proxies.
Under recent amendments to the Corporations Act, if: