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Copper 360’s pay policy irks shareholders

Company remains strong despite annual loss, says CEO

Copper 360 CEO Graham Briggs. Picture: FINANCIAL MAIL
Copper 360 CEO Graham Briggs. Picture: FINANCIAL MAIL

Copper 360, the troubled JSE-listed primary copper producer, will engage with shareholders after almost half of them — 41% — also blocked the resolution enabling directors to issue shares for cash. at this weeks annual general meeting.

CEO Graham Briggs told Business Times the company would identify the root cause of the dissent.

“The remuneration committee will have to engage with those shareholders who voted against [the policy] ... 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.”

The King IV Code on corporate governance and JSE listing requirements mandate that companies must table a remuneration and implementation report annually. If either report receives 25% or more dissent, the company must approach concerned shareholders and address their concerns.

Briggs, who was appointed CEO in June, said the company’s fundamentals remain strong despite the ructions over its remuneration policy. All other resolutions were adopted overwhelmingly.

Executive pay under the spotlight

Controlling shareholder and executive chair Shirley Hayes received 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 received R4m in 2025, down from R4.2m in 2023, while commercial director Stephan du Plessis earned R4.3m compared to R2.2m a year earlier. Quinton Adams, the community liaison officer, received R1.6m, up from R1.3m, while CFO Ferdinand Nel was paid R3.5m in 2025, up from R1m in 2024.

Graphic: RUBY-GAY MARTIN
Graphic: RUBY-GAY MARTIN

Copper 360 further disclosed a remuneration gap of 36 times between the top 5% of executives and the bottom 5% of earners, according to its 2025 annual report.

On average, employees received R339,359, with the lowest-paid employee earning R60,528.

According to the annual report, the remuneration policy remained unchanged from the previous year.

Non-executive director fees proposed

For non-executive directors, the company proposed a fee of R55,000 per meeting 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, which opened the Rietberg underground mine in August 2024, holds a mining right to over 70% of the O’Okiep copper district in the Namaqua copper belt.

The mine hasn’t met expectations with production affected by a capital crunch and the tramming of broken rock with unpredictable grades, contrary to the fresh ore development originally planned.

The loss recorded by Copper360 in the year ended February, from a R64.8m loss the previous year.

—  IN NUMBERS: R321.2m

Results for the year ended February, released at the end of June, show the group’s loss widened to R321.2m from a R64.8m loss the previous financial year.

This was mainly a result of the miner producing just 1,0564t — well short of its target 6,000t.

Despite the weak performance, Copper 360 maintains 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,” he said.

Shareholders demand fairness in executive pay

A report published 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 — to 5.4% from 2.6% a year earlier — highlighting growing dissatisfaction.

The annual average salary for a worker at Copper 360 in 2025.

—  IN NUMBERS: R339,359

“Concerns included the introduction of “super-stretch” long-term incentives awarded in addition to standard allocations, often without a clear rationale,” the report states. “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 found that total remuneration for CEOs rose 8% year on year, 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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