Rubicon

[minimoke]

Why the AGM in Mt Maunganui?

Oh well I shall book my flight to Tauranga for that Monday.

I Suppose it is close to the airport. And near the port where there are millions of tons of logs waiting to be shipped. Other than that cant see why you'd choose the Mount.

[ari]

I Suppose it is close to the airport. And near the port where there are millions of tons of logs waiting to be shipped. Other than that cant see why you'd choose the Mount.

I was also wondering what the significance was, have they ever held them before in Mt Maunganui? Certainly a wall of wood over the road. Thought they may have held it in Kerikeri

[blackcap]

I don't know if this has been covered here before but we shareholders do need to act. Recieved my admission card to the AGM in the mail today and note that Resolution 5 asks for an increase in non-exec directors fees from $800k to $825k. Now its not the amount of increase that annoys but the total amount is just preposterous or have I missed something?

On another thread we were discussing TRA wanting to go from $425k to $640k, that being bad enough, now I see that RBC is capitalised at about half of what TRA is.

[iceman]

I don't know if this has been covered here before but we shareholders do need to act. Recieved my admission card to the AGM in the mail today and note that Resolution 5 asks for an increase in non-exec directors fees from $800k to $825k. Now its not the amount of increase that annoys but the total amount is just preposterous or have I missed something?

On another thread we were discussing TRA wanting to go from $425k to $640k, that being bad enough, now I see that RBC is capitalised at about half of what TRA is.

Agree blackcap. This seems an outrageous amount of money for a Board of what is nothing more than a holding company.

[minimoke]

I'll be voting "For".
Its not that I like the total sum of money. I agree its outragous. But what I do like is of the $825,000 $450,000 of it will go to 3 x $150,000 share placements to avery, horton and smart.

Cash tends to focus the mind on what to spend. Shares will hopefully focus their minds sharply on how not to loose any of the $150k each. And better - how to turn $150 into $300.

[Xerof]

The fine print for Moriaty's renumeration from the depths of the Annual Report. Nice if you can get it I suppose. If he now gets paid a leaving bonus, they'll be rioting in the streets of Mt Maunganui !!

1. The base salary paid to the Rubicon CEO in the period was NZ$289,000. He also received a retention payment in March 2018 of NZ$71,834. He received a performance incentive payment of NZ$650,000 (pre-taxation), reflecting his assessed performance for a 24 month period, over which the entire Tenon business was sold, the TCLP investment acquired, and ArborGen was acquired. The CEO had set objectives which were required to be met prior to fiscal year-end, against which his performance was measured, with the key recent metrics being the acquisition of 100% of ArborGen at or below a Board-determined price and on a deferred payment basis, the securing of the continued funding of ArborGen by its existing banks, the completion of the sale of Rubicon’s interest in TCLP to assist in the acquisition funding, and the raising of external capital should that be necessary to strengthen the Rubicon balance sheet post-acquisition. The Board determined that in recognition of his considerable efforts over the preceding 24 months in successfully completing all objectives set, the performance incentive payment noted above should be made. He did not receive any Director fees either for his services as a Director of Rubicon, or for his directorship of ArborGen Inc.

Then there are the 'golden handcuffs' payable to 10 Arborgen employees. What threat does a change of shareholding ownership pose to employees. Is their pride hurt or something?

Upon the 100% acquisition of ArborGen by Rubicon, a plan was put in place to retain ArborGen senior management. The benefit under this plan totals $2 million, and provides for the payment by ArborGen of up to $1 million on 1 July 2018 and another $1 million on 1 July 2019 to senior executives. The package is split across ten individuals, with the requirement being that an individual must still be employed by ArborGen on those respective dates in order for them to receive a payment on those dates. If an individual is made redundant by ArborGen, then they will still receive the benefit of the plan.

Then, there was this, very admirable move by the Board: for the period 1 Nov 17 to 1 Nov 18

Following the sale of the Tenon distribution business, and the winding down and (soon) liquidation of that company, the Rubicon Board agreed to reduce Rubicon Directors fees from 1 November 2017 to NZ$95,000 per annum for the Chairman and NZ$62,500 for each non-executive Director. This reduction in Directors fees together with the downsizing of the Board will more than halve the total annual Directors fees from NZ$583,875 to NZ$282,500, a reduction of NZ$301,375. The CEO does not receive Rubicon Director fees.

Sooo, how do we now get a STARTING base for Directors fees of $800,000, asking for shareholders to approve a $25,000 increase? (for a vaguely stated "2018")

That, subject to the election of Messrs Avery, Horton and Smart as Directors of the Company:

1. (a) the maximum aggregate remuneration able to be paid to non-executive Directors of the Company in 2018 shall be increased by
   NZ$25,000 from NZ$800,000 to NZ$825,000, with immediate effect;

My 400,000 votes will be "No" as I cannot reconcile how we got from 282,500 to 800,000,

[minimoke]

My 400,000 votes will be "No" as I cannot reconcile how we got from 282,500 to 800,000,

Hmm a very good question!

[minimoke]

I've got a starting base of $433380 (including committee fees), based on six months fees of $216690 pg 49 of latest half year annual report. $19,000 worth of committee fees can be stripped out as these were due to Tenon sale

Hasler and Karapalis have retired, Kasnet resigned after selling off tenon

On 18 July Avery and Horton was appointed to Board
21 August Knottt was appointed

So 3 out, 3 in.


Seems they are adding to the board of a smaller company and cant add up the fees

Changed my mind.. Its a no on teh remuneration. I have to figure out which of teh new director also gets a no - no point increasing the board

[blackcap]

I've got a starting base of $433380 (including committee fees), based on six months fees of $216690 pg 49 of latest half year annual report. $19,000 worth of committee fees can be stripped out as these were due to Tenon sale

Hasler and Karapalis have retired, Kasnet resigned after selling off tenon

On 18 July Avery and Horton was appointed to Board
21 August Knottt was appointed

So 3 out, 3 in.


Seems they are adding to the board of a smaller company and cant add up the fees

Changed my mind.. Its a no on teh remuneration. I have to figure out which of teh new director also gets a no - no point increasing the board

Thanks for that. Good mind to go to the AGM and ask some questions now. This seems almost illegal if they are stating a base of 800k which is not correct. Do we need to ask the auditors what is going on?

[minimoke]

Thanks for that. Good mind to go to the AGM and ask some questions now. This seems almost illegal if they are stating a base of 800k which is not correct. Do we need to ask the auditors what is going on?

I've sent an email asking the question. Lets see how they respond