Contracts with PHS DC FKPHS
The agreement provides for a severance payment of $500,000, plus the greater of: (i) two (2) years’ compensation and (ii) the total amount which remains to be paid under the agreement, which must be paid if there is a “Change of Control”
$500,000 + $144,000+$???????(length of contract is not specified) = $644.000+
This is at least 8.9X listed annual compensation
DC
The agreement provides for a severance payment of $250,000, plus the greater of: (i) two (2) years’ compensation and (ii) the total amount which remains to be paid under the agreement, which must be paid if there is a “Change of Control”
$250,000 + $96,000+$???????(length of contract is not specified) = $346,000
This is at least 7.2X listed annual compensation
FK
The agreement provides for a severance payment of $250,000, plus the greater of: (i) two (2) years’ compensation and (ii) the total amount which remains to be paid under the agreement, which must be paid if there is a “Change of Control”
$250,000 + $72,000+$???????(length of contract is not specified)= $322,000
This is at least 8.9X listed annual compensation
Institutional Shareholder Services' Canadian Proxy Voting Guidelines
STATES "The following practices, while not an exhaustive list, are examples of problematic compensation practices that may warrant an against or withhold vote"
.....
Excessive severance and/or change-in-control provisions:
- Inclusion of excessive change-in-control or severance payments, especially those with a multiple in excess of 2X cash pay (salary + bonus);
- Employment or severance agreements that provide for modified single triggers, under which an executive may voluntarily leave following a change in control without cause and still receive the severance package
It is clear from the 2016 Circular that it was the compensation committee that failed FNC shareholders.
"Named Executive Officers receive a base cash compensation that the
Company feels is in line with that paid by similar companies in North America, subject to the Company’s financial resources; however,
no formal survey was completed by the Compensation Committee or the Board of Directors."
Even if the compensation committee did not read the guidelines and no formal survey was conducted, they should have FELT that these contracts were excessive based on their own experiences.
The FNC Circular lists the members of the compensation committee as members of BoD's for these companies (listed with the Change of Control compensation packages for the companies)
Paul Ankcorn (Compensation committee)
- ACME Resources Corp
- No change of control benefits (Anckorn, himself, as CEO)
- Champion
- One year's fees
- Tartisan
- Three month’s remuneration
Mel de Quadros (Compensation committee)
- Razore Rock Resources
- No change of control benefits
- Rokmaster Resources
- Two times aggregate compensation
- 6 months of fees
- Romios Gold
- 1 month salary for every 1 year of service
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Of even greater concern are the conditions that constitute a "change of control"
Change of Control” means either:
- the transfer to or acquisition of at least Twenty Five Percent (25%) of the total issued and outstanding common voting securities of the Company from time to time, by one person or a group of persons acting in concert, either through one transaction or a series of transactions over time after the date hereof, and whether through the acquisition of previously issued voting securities, voting securities that have not been previously issued, or any combination thereof, or any transaction having a similar effect;
- Twenty-Five Percent (25%) or more of the issued and outstanding voting securities of the Company become subject to a voting trust;
- the Company, directly or indirectly, amalgamates, consolidates or otherwise merges with any other body corporate or bodies corporate, other than a wholly owned subsidiary;
- the Company decides to sell, lease, or otherwise dispose of all or substantially all of its assets and undertaking, whether in one or more transactions;
- the Company enters into a transaction or arrangement which would have the same or similar effect as the transactions referred to in sub-paragraphs (c) or (d) above.
In effect, these contracts provide no motivation for management to ensure the success of Fancamp. Rather, by maintaining a low share price, it encourages accumulation of shares to reach a trigger point, or encourages a low-ball offer for Fancamp's assets which will also trigger a payout to management.