Copper 360, the troubled JSE-listed primary copper producer, will engage with shareholders after almost half of them — 41% — voted against the company’s remuneration policy at the annual general meeting this week.
CEO Graham Briggs told Business Times the company would launch a process of identifying the root cause of the dissent.
“The remuneration committee will have to engage with those shareholders who voted against. They have to understand why [the shareholders] voted against and what their concerns are. We have to, in the next 12 months, take measures to address those concerns,” said Briggs.
The King IV Code on corporate governance and JSE listing requirements mandates that companies must table a remuneration and implementation report annually. If either report receives 25% or more dissent, the company must engage with concerned shareholders and address their concerns.
Briggs, who was appointed CEO in June, said the company’s fundamentals remained strong despite the ructions over its remuneration policy. All other resolutions were adopted overwhelmingly.
According to Copper360’s remuneration policy, the pay for executive directors has remained the same for the past two years, with:
- controlling shareholder and executive chair Shirley Hayes receiving R3.75m in the year ended February 2025, up from R1.8m in the previous year;
- former CEO Jan Nelson was paid R5.4m in the year ended February 2025, up from R3m the previous year;
- COO Gordon Thompson was paid R4m in 2025, down from R4.2m in 2023;
- Stephan du Plessis, the commercial director, earned R4.3m from R2.2m a year earlier;
- Quinton Adams, the community liaison officer, received R1.6m, up from R1.3m in the previous year; while
- CFO Ferdinand Nel was paid R3.5m in 2025, up from R1m in 2024.
While the past year tested our resilience, it also crystallised our priorities
— Rupert Smith, Copper 360 board chair
Copper 360 further disclosed a remuneration gap between the top 5% of executives and the bottom 5% of earners of 36 times, according to its 2025 annual report.
On average, employees received R339,359, with its lowest-paid employee earning R60,528.
According to the annual report, the remuneration policy remained unchanged from the previous year.
For non-executive directors, the company proposed:
- a R55,000 per meeting fee for the board chair;
- R30,000 for board members;
- R45,000 for the chair of the audit and risk committee; and
- R35,000 for chairs of all other board committees.
Copper 360, whose Rietberg underground mine opened in August 2024, holds a mining right to more than 70% of the O’Okiep copper district in the Namaqua copper belt. The mine has not met expectations as production took a knock due to a capital crunch and the tramming of broken rock with unpredictable grades, contrary to the fresh ore development originally planned.
Results for the year ended February, released at the end of June, showed that its losses soared to R321.2m from a R64.8m loss the previous financial year. This was mainly as a result of its production forecast of 6,000t of copper falling seriously short, with the miner only able to produce 1,054.
Despite this weak performance, Copper360 still maintains that it’s in a solid financial position and has yet to fully exploit its resource-rich assets.
Board chair Rupert Smith said the company operates in a market underpinned by strong structural demand for copper, driven by electrification and renewable energy trends.
“While the past year tested our resilience, it also crystallised our priorities: focus capital on high-impact assets, unlock latent processing capacity, and methodically build towards a diversified, multi-mine portfolio capable of delivering sustainable value for shareholders.
A report released this week by PwC on directors’ remuneration and trends among the JSE’s Top 200 firms found that the number of companies receiving less than 50% shareholder approval for implementation reports had more than doubled — from 2.6% in the prior year to 5.4% — highlighting pockets of dissatisfaction
A report released this week by PwC on directors’ remuneration and trends among the JSE’s Top 200 firms found that the number of companies receiving less than 50% shareholder approval for implementation reports had more than doubled — from 2.6% in the prior year to 5.4% — highlighting pockets of dissatisfaction.
“Concerns included the introduction of “super-stretch” long-term incentives (LTIs) awarded in addition to standard allocations, often without a clear rationale. These developments suggest that while overall support is strong, shareholders are increasingly focused on fairness, transparency, and the intent behind executive pay decisions.”
The report said total remuneration was up by 8% for CEOs and 19% for CFOs. PwC said these results contrast sharply with trends observed in 2024, where variable pay outcomes had decreased.
According to the report, fees for non-executive directors climbed by 12% on a median basis —well above inflation.
“However, board chair fees rose more modestly at 6%. Despite these increases, shareholder support remained high, with 98.11% of votes in favour of board fee resolutions. This indicates a general alignment between remuneration practices and shareholder expectation.”
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