Monument Mining Limited Board of Directors
1100 Melville Street
Vancouver, BC, V6E 4A6
Canada
Attn: Ms. Cathy Zhai, President & CEO
Mr. Graham Dickson, Chairman
September 29, 2021
ANNUAL AGM Dear Cathy and Graham
The comment below came from Notice of Annual General Meeting of Shareholders & Management Information Circular dated September 27, 2021.
Ethical Business Conduct
The Board views good corporate governance as an integral component to the success of the Company and to meet responsibilities to shareholders. The Board intends to take steps to review and to promote a culture of ethical business conduct in the coming year. Now is the time to start as it appears that Management believes they are sailing on Daddy’s Yacht and do not have any responsibilities to all Shareholders.
On behalf of all shareholders, I am requesting that this year’s Annual General Meeting (AGM) be conducted virtually, as per my email dated 24 September 2021 (see below).
My thoughts are that an Annual General Meeting (AGM) gives shareholders an opportunity to question the board, engage directly with management and hear the views of other shareholders. With the continued outbreak of the Corona virus including the new Delta version that is creating travel restrictions and bans potential large gatherings, I believe the company should offer a webcast version of the AGM. Virtual AGMs are not uncommon and Monument Mining over the past year has provided good Corporate Governance by shutting down Mining Operations in Malaysia during a large breakout of the Corona Virus to protect employees and citizens of the country. With that in mind, Monument should also apply the same procedure to the AGM to protect all shareholders and conduct the AGM via Zoom and/or Microsoft Teams for all shareholders who wish to participate. My request to have this AGM virtually is also based on the following:
Over the past year there have been many items that have left many questions on how Monument Mining is being run and with the lack of communication I feel that they should be brought up this year and discussed.
- The 2020 AGM was held on 28 October 2020. Question 1 of the Proxy concerned Number of Directors and asked to set the number of Directors to five (5). Based on the News Release dated October 28, 2020 the resolution passed. But one month later Monument formally announces and welcomes Dato’ Sia Hok Kiang to the board which increased the board to 6 members.
- On October 19,2020 Monument Announced a Joint Venture Arrangement for the Tuckanarra Project in Western Australia. On 3 February 2021, less than 4 months after announcing the arrangement, Odyssey Gold announced New Assays confirm High-Grade Gold Potential at Tuckanarra. Three months later Odyssey announces the following: Significant Visible Gold at Bottle Dump including Drill Results that had Physical gold unlike I have ever seen before in a drilling core.
- On January 10,2021 Monument enters into an Agreement for the Sale of the Mengapur Project in Malaysia for 30m dollars. On April 08, 2021 Monument Announces Closing of Transaction to Sell Mengapur Project in Malaysia. In the Management’s Discussion & Analysis for the year end June 30, 2021, the sale of Mengapur caused an impairment loss of $94.92 million. For this transaction there was also substantial amount of money paid out for a finder’s fee, shareholders have asked about this transaction and have also asked who received the funds. Majority of Shareholders are still waiting on a reply to this question.
- On July 20, 2021 Monument Commenced Drilling Gold Targets at the Murchison Gold Project. Then on September 20, 2021 Monument announced Completion of Upscale Phase 1 Drilling in the Field at the Murchison Project. In this announcement, there were an additional 31 Holes drilled in the FLC2 and FLC3 Prospects. My Question to Cathy was” when you knew that FLC2 and FLC3 were approved to be drilled, why was there no New Release on this additional drilling as this could have influenced Monument’s Share Price.
- Many Investors over the past year have suggested and have sent emails to Cathy and Investor Relations asking that Monument to consider trading on the ASX. To date there has been no response from Management.
- There are numerous questions on Stockhouse questioning the Independence of the board. This really needs to be addressed
- I am aware that numerous emails have been sent to Management including one that I sent asking that Monument hire a new IR Firm to promote Monument Mining in the future. No reply from Management.
- On September 8, 2021, I sent an email to Cathy and Richard asking them to remove Mengapur Project from Monuments Website. The email was acknowledged by Cathy, however, as of today this has still not happened.
Based on the information below our current Board is handsomely rewarded.
Director and NEO Compensation, Excluding Compensation Securities The following table sets forth all compensation (other than compensation securities) paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company, or a subsidiary of the Company, to each NEO and director of the Company in any capacity, for the two most recently completed financial years of the Company.
| Name and Position | Year | Salary, consulting fee, retainer or commission
($) | Bonus
($) | Committee or
meeting fees
($) | Value of perquisites
($) | Value of all other compensation1
($) | Total compensation
($) |
| Robert F. Baldock2 | 2021 | 68,133 | Nil | Nil | Nil | 849 | 68,982 |
| Former Director | 2020 | 350,000 | Nil | Nil | Nil | 1,088,183 | 1,438,183 |
| Graham Dickson | 2021 | 81,500 | Nil | 5,600 | Nil | Nil | 87,100 |
| Director | 2020 | 83,000 | Nil | 7,000 | Nil | Nil | 90,000 |
| Cathy Zhai3 | 2021 | 450,000 | Nil | Nil | Nil | 56,613 | 506,613 |
| President and CEO, Corporate Secretary and Director | 2020 | 450,000 | Nil | Nil | Nil | 43,979 | 493,979 |
| Zaidi Harun4,5 | 2021 | 275,000 | Nil | Nil | Nil | 1,836 | 276,836 |
| VP, Business Development and Director | 2020 | 275,000 | Nil | Nil | Nil | 2,114 | 277,114 |
| Michael John Kitney | 2021 | 59,500 | Nil | 6,800 | Nil | Nil | 66,300 |
| Director | 2020 | 88,000 | Nil | 7,000 | Nil | Nil | 95,000 |
| Dato’ Sia Hok Kiang | 2021 | 22,391 | Nil | 1,200 | Nil | Nil | 23,591 |
| Director | | | | | | | |
| Jean-Edgar de Trentinian | 2021 | 8,362 | Nil | 1,200 | Nil | Nil | 9,562 |
| Director | | | | | | | |
| Luther Nip6 | 2021 | 51,199 | Nil | Nil | Nil | Nil | 51,199 |
| Former Interim CFO | 2020 | 2,154 | Nil | Nil | Nil | Nil | 2,154 |
| Chris Leighton7 | | | | | | | |
| Interim CFO | 2021 | 53,248 | Nil | Nil | Nil | 2,637 | 55,885 |
(1) Value of all other compensation includes vacation payable, medical benefits, housing allowance, and legacy payment.
(2) Mr. Baldock ceased to be Executive Chairman since July 1, 2020, and ceased to be director since February 11, 2021. $68,133 was paid to be a chairman of the board of directors.
(3) Of these amounts, $450,000 was received for Ms. Zhai’s role as an officer of the Company; other compensation included vacation and other fringing benefits. $nil was received for Ms. Zhai’s role as Interim CFO of the Company from November 9, 2019, to June 22, 2020.
(4) Of these amounts, $275,000 was received for Mr. Harun’s role as an officer of the Company, other compensation included fringing benefits.
(5) Employee of the Company’s subsidiaries in Malaysia.
(6) Of the amount, $53,353 was received for Mr. Nip’s role as a former interim officer from June 23, 2020 to March 22, 2021.
(7) Of these amounts, $55,885 was received for Mr. Leighton’s role as an interim officer of the Company since March 22, 2021. Other compensation included vacation and other fringe benefits.
The Board is the Steward of all Shareholder’s Capital and Serves at their direction and with the expectation that their concerns will be heard and acted upon.
Based on all the above, I can fully understand why Management would not want to have a virtual AGM, but to move forward I believe it is imperative that all discussions be put on the table so that Monument can move in one direction with all shareholders onboard.
Dan Sawler
1,132,000 Shareholder of Monument Mining.