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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/16/06 Lundin Mining Corp 40FR12B 97:20M Newsfile Cor… Toronto/FA |
Document/Exhibit Description Pages Size 1: 40FR12B Registration of Securities of a Canadian Issuer -- HTML 103K SEA'34 §12(b) 2: EX-23.1 Consent of Experts or Counsel HTML 22K 11: EX-23.10 Consent of Experts or Counsel HTML 22K 3: EX-23.2 Consent of Experts or Counsel HTML 22K 4: EX-23.3 Consent of Experts or Counsel HTML 24K 5: EX-23.4 Consent of Experts or Counsel HTML 24K 6: EX-23.5 Consent of Experts or Counsel HTML 24K 7: EX-23.6 Consent of Experts or Counsel HTML 24K 8: EX-23.7 Consent of Experts or Counsel HTML 22K 9: EX-23.8 Consent of Experts or Counsel HTML 22K 10: EX-23.9 Consent of Experts or Counsel HTML 22K 12: EX-99.1 Miscellaneous Exhibit HTML 85K 21: EX-99.10 Miscellaneous Exhibit HTML 23K 22: EX-99.11 Miscellaneous Exhibit HTML 28K 23: EX-99.12 Miscellaneous Exhibit HTML 84K 24: EX-99.13 Miscellaneous Exhibit HTML 25K 25: EX-99.14 Miscellaneous Exhibit HTML 32K 26: EX-99.15 Miscellaneous Exhibit HTML 26K 27: EX-99.16 Miscellaneous Exhibit HTML 169K 28: EX-99.17 Miscellaneous Exhibit HTML 24K 29: EX-99.18 Miscellaneous Exhibit HTML 212K 30: EX-99.19 Miscellaneous Exhibit HTML 543K 13: EX-99.2 Miscellaneous Exhibit HTML 169K 31: EX-99.20 Miscellaneous Exhibit HTML 24K 32: EX-99.21 Miscellaneous Exhibit HTML 190K 33: EX-99.22 Miscellaneous Exhibit HTML 37K 34: EX-99.23 Miscellaneous Exhibit HTML 304K 35: EX-99.24 Miscellaneous Exhibit HTML 25K 36: EX-99.25 Miscellaneous Exhibit HTML 24K 37: EX-99.26 Miscellaneous Exhibit HTML 33K 38: EX-99.27 Miscellaneous Exhibit HTML 25K 39: EX-99.28 Miscellaneous Exhibit HTML 535K 40: EX-99.29 Miscellaneous Exhibit HTML 35K 14: EX-99.3 Miscellaneous Exhibit HTML 25K 41: EX-99.30 Miscellaneous Exhibit HTML 384K 42: EX-99.31 Miscellaneous Exhibit HTML 209K 43: EX-99.32 Miscellaneous Exhibit HTML 22K 44: EX-99.33 Miscellaneous Exhibit HTML 26K 45: EX-99.34 Miscellaneous Exhibit HTML 24K 46: EX-99.35 Miscellaneous Exhibit HTML 22K 47: EX-99.36 Miscellaneous Exhibit HTML 26K 48: EX-99.37 Miscellaneous Exhibit HTML 212K 49: EX-99.38 Miscellaneous Exhibit HTML 52K 50: EX-99.39 Miscellaneous Exhibit HTML 25K 15: EX-99.4 Miscellaneous Exhibit HTML 39K 51: EX-99.40 Miscellaneous Exhibit HTML 551K 52: EX-99.41 Miscellaneous Exhibit HTML 25K 53: EX-99.42 Miscellaneous Exhibit HTML 33K 54: EX-99.43 Miscellaneous Exhibit HTML 24K 55: EX-99.44 Miscellaneous Exhibit HTML 25K 56: EX-99.45 Miscellaneous Exhibit HTML 25K 57: EX-99.46 Miscellaneous Exhibit HTML 25K 58: EX-99.47 Miscellaneous Exhibit HTML 28K 59: EX-99.48 Miscellaneous Exhibit HTML 25K 60: EX-99.49 Miscellaneous Exhibit HTML 26K 16: EX-99.5 Miscellaneous Exhibit HTML 31K 61: EX-99.50 Miscellaneous Exhibit HTML 244K 62: EX-99.51 Miscellaneous Exhibit HTML 269K 63: EX-99.52 Miscellaneous Exhibit HTML 44K 64: EX-99.53 Miscellaneous Exhibit HTML 24K 65: EX-99.54 Miscellaneous Exhibit HTML 25K 66: EX-99.55 Miscellaneous Exhibit HTML 105K 67: EX-99.56 Miscellaneous Exhibit HTML 415K 68: EX-99.57 Miscellaneous Exhibit HTML 52K 69: EX-99.58 Miscellaneous Exhibit HTML 38K 70: EX-99.59 Miscellaneous Exhibit HTML 260K 17: EX-99.6 Miscellaneous Exhibit HTML 26K 71: EX-99.60 Miscellaneous Exhibit HTML 112K 72: EX-99.61 Miscellaneous Exhibit HTML 169K 73: EX-99.62 Miscellaneous Exhibit HTML 24K 74: EX-99.63 Miscellaneous Exhibit HTML 24K 75: EX-99.64 Miscellaneous Exhibit HTML 240K 76: EX-99.65 Miscellaneous Exhibit HTML 513K 77: EX-99.66 Miscellaneous Exhibit HTML 25K 78: EX-99.67 Miscellaneous Exhibit HTML 30K 79: EX-99.68 Miscellaneous Exhibit HTML 33K 80: EX-99.69 Miscellaneous Exhibit HTML 39K 18: EX-99.7 Miscellaneous Exhibit HTML 168K 81: EX-99.70 Miscellaneous Exhibit HTML 479K 82: EX-99.71 Miscellaneous Exhibit HTML 344K 83: EX-99.72 Miscellaneous Exhibit HTML 25K 84: EX-99.73 Miscellaneous Exhibit HTML 42K 85: EX-99.74 Miscellaneous Exhibit HTML 48K 86: EX-99.75 Miscellaneous Exhibit HTML 27K 87: EX-99.76 Miscellaneous Exhibit HTML 707K 88: EX-99.77 Miscellaneous Exhibit HTML 21K 89: EX-99.78 Miscellaneous Exhibit HTML 23K 90: EX-99.79 Miscellaneous Exhibit HTML 23K 19: EX-99.8 Miscellaneous Exhibit HTML 30K 91: EX-99.80 Miscellaneous Exhibit HTML 24K 92: EX-99.81 Miscellaneous Exhibit HTML 28K 93: EX-99.82 Miscellaneous Exhibit HTML 41K 94: EX-99.83 Miscellaneous Exhibit HTML 37K 95: EX-99.84 Miscellaneous Exhibit HTML 23K 96: EX-99.85 Miscellaneous Exhibit HTML 24K 97: EX-99.86 Miscellaneous Exhibit HTML 32K 20: EX-99.9 Miscellaneous Exhibit HTML 1.05M
Lundin Mining Corporation: Exhibit 99.52 - Prepared by TNT Filings Inc. |
Supplementary Information (Unaudited)
Significant differences between Canadian Generally Accepted Accounting Principles ("Canadian GAAP") and International Financial Reporting Standards ("IFRS") / International Accounting Standards ("IAS").
The shares of Lundin Mining trade on the Toronto Stock Exchange and the Stockholm Stock Exchange ("SSE"). Most companies that trade on the SSE are required to report according to IFRS/IAS. However, as a Canadian company, Lundin Mining is required to report according to Canadian GAAP. The Company has reviewed the differences between Canadian GAAP and IFRS/IAS and has identified the following items which would or may have a significant impact on the financial statements of Lundin Mining.
According to IFRS 3, future costs such as restructuring items, which are expected to occur subsequent to an acquisition, should not be provided for in the purchase price allocation. Instead, these costs should be realized in the income statement when the costs actually occur. However, according to Canadian GAAP, restructuring costs that are expected to occur as a result of an acquisition should be provided for in the purchase price allocation. Restructuring costs that arose during 2005, as a result of the acquisitions of NAN and ARCON, in the amount of $2.1 million, have been provided for in the purchase price allocations.
According to Canadian GAAP, impairment test of assets should be carried out by comparing the future cash flows of the assets to their carrying values. Future cash flows are dependent on a number of assumptions, including, among other things, future metal prices, exchange rates and discount rates. According to Canadian GAAP, future cash flows should be based on undiscounted values. Lundin Mining believes that the future cash flows from the Company's assets exceed their carrying values and, accordingly, no write downs are necessary. According to IAS 36, the future cash flows would be based on discounted values.
According to Canadian GAAP, the investment the Company holds in Union Resources should be valued at the lower of cost or fair market value. However, according to IAS 39, this investment would be recorded at fair market value. The fair market value, as at December 31 2005, was $9.2 million, which exceeded the carried cost value by $5.8 million.
Adoption of annual report
The annual report has been submitted by the Board of Directors on March 30, 2006. The balance sheets and profit and loss accounts are to be adopted by the Company's shareholders at the annual general meeting on May 31, 2006.
Compensation to Directors and Management
Remuneration and other compensation Board of Directors
As resolved by the Board of Directors, remuneration is paid to the Chairman of the Board and Directors in the amount of USD 180,000 per year to the Chairman and SEK 250,000 to each of the other directors, elected by the Annual General Meeting. In addition, remuneration is paid to each member of the Audit, Governance and Compensation committees in the amount of SEK 50,000 per year. All expenses incurred by Directors in respect of their duties are reimbursed by the Company.
No separate remuneration is paid to the President and Chief Executive Officer,"CEO" in his capacity as a Director of the Board.
Remuneration of Management
It is the responsibility of the Board of Directors to review
and recommend compensation policies and schemes for the Company, and to set
salary and benefit levels and award incentive stock options.
The Company's compensation policy is designed to be
competitive with similar mineral exploration and mining companies and will
recognize and reward executive performance consistent with the success of the
Company's business. The current compensation plan for the President and Chief
Executives consists of salary, benefits, bonuses, pensions and incentive stock
options. In establishing levels of compensation, the Board of Directors takes
into consideration individual performance, responsibilities, length of service
and levels of compensation provided by industry competitors. "Other Chief
Executives" refers to the three employees, Kjell Larsson, Neil O´Brien and
Anders Haker that together with the President constitute the Company's
Management. Compensation Committee
As of April 13, 2005, the Board constituted a Compensation
Committee to administer the Company's executive compensation program. The
Compensation Committee is comprised of Messrs. John H. Craig, William A. Rand
and Lukas H. Lundin, a majority of whom are independent directors. The
Compensation Committee shall meet at least annually to receive information on
and determine matters regarding executive compensation in accordance with
policies approved by the Board. Recommendations for changes to the policies
shall be reviewed on an annual basis to ensure that they remain current,
competitive and consistent with the Company's overall goals.
Severance pay
The President and CEO obtains benefits according to
prevailing terms of the Company. The contract is for a term of two years
commencing April 15, 2005 and expiring on April 15, 2007. The contract will be
renewed and the conditions unchanged unless, not less than three months prior to
the expiration of the contract either party shall have given written notice to
the other that it does not wish to further extend the contract.
If the employment is terminated for any reason other than (a)
for cause of the President and Chief Executive Officer; (b) by the voluntary
resignation; or (c) by the non-renewal of the contract, then the President and
Chief Executive Officer is entitled to be paid the equivalent of his
remuneration for the balance of the unexpired term of the employment contract,
i.e. to and until April 15, 2007. In the event of a change of control of the
Company, the President and CEO is entitled to receive the termination
compensation equal to nine months base salary. This payment will be less any
severance payments to which the President and CEO may be entitled at law in
respect of the termination of the employment.
The Company and the Company's other Chief Executives have a
mutual term of notice of six to twelve months. In the event of termination on
part of the Company a severance pay of six to twelve monthly salaries is
payable. The severance pay will not be settled against any other income. In the
event of termination on part of a Chief Executive no severance pay is granted.
Pensions
For the President and Chief Executive Officer and other Chief
Executives, the Company applies pension insurances with fixed fees. Pension
costs refer to the expenses that affect the net result for the year. The
retirement age is 65 years and the pension agreement stipulates that pension
provisions shall amount to 25-35 percent of the pension-entitled salary.
Remunerations and other benefits during the year
Board | ||||||||||
remuneration/ | Variable | Other | Pension | Financial | ||||||
USD | Base salary | salary | benefits | expense | instruments | Total | ||||
Chairman | ||||||||||
of the Board | $ | 180,000 | $ | - | $ | - | $ - | $ - | $ | 180,000 |
Other Board | ||||||||||
members | 267,716 | - | - | - | - | 267,716 | ||||
President and CEO | 282,605 | 46,850 | 1,500,000 | 39,588 | 164,631 | 2,033,674 | ||||
Other Chief | ||||||||||
Executives | ||||||||||
(three individuals) | 351,655 | 51,535 | 7,126 | 92,964 | 378,652 | 881,932 | ||||
Total | $ | 1,081,976 | $ | 98,385 | $ | 1,507,126 | $ 132,552 | $ 543,283 | $ | 3,363,322 |
Exchange rates, SEK/USD: 7.4706; CAD /USD: 1.2118
Comments on the table:
Base salary in 2005 of $ 282,605 consists of $63,879 paid to the previous President and CEO for the period January 1 to April 14 and $218,726 paid to the current President and CEO for the period April 15 to December 31.
Variable salary was expensed in 2005, but will be settled in cash in 2006. Actual variable salary corresponds to two months salary for the President and the other Chief Executives.
Other benefits of $1,500,000 were paid to the previous President and CEO upon termination of contract.
"Financial instruments" in the table above refers to calculated fair value at the time of issue for those stock options that Chief Executives were granted free of charge in 2005. For disclosure of the valuation of the stock options, see below.
Allocated incentive stock options
Plan 2004/2006 | Plan 2005/2007 | |||||
Previous year | Current year | |||||
Value/benefit, | Value/benefit, | |||||
Number | USD | Number | USD | |||
Chairman of the Board | - | $ | - | - | $ | - |
Other Board members | - | - | - | - | ||
President and CEO | 100,000 | 267,763 | 100,000 | 164,631 | ||
Other Chief Executives | ||||||
(three individuals) | - | - | 225,000 | 378,652 | ||
Total | 100,000 | $ | 267,763 | 325,000 | $ | 543,283 |
During 2004 the President and CEO was granted stock options free of charge. Up to December 31, 2005, the President and three Chief Executives were granted stock options free of charge. The fair value of the options issued under the incentive scheme program has been calculated in accordance with the Black-Scholes options valuation model. Based on an analysis of the historic volatility for the Company's and comparable companies' market value, the expected volatility during the duration of the options has been estimated to be 30 percent. The terms for the option plan are stated in note 10(b) of the Consolidated Financial Statements.
This ‘40FR12B’ Filing | Date | Other Filings | ||
---|---|---|---|---|
4/15/07 | ||||
Filed on: | 10/16/06 | F-X | ||
5/31/06 | ||||
3/30/06 | ||||
12/31/05 | ||||
4/15/05 | ||||
4/13/05 | ||||
List all Filings |