IOC Update re Call for Special Meeting

[ArtM72]

What I stated was: "If one buys shares with cash from one's compensation or one obtains shares as compensation, I see little difference in the final outcome: one has 'skin in the game'"

I believe it is also accurate and pertinent that when MH's share distributions occur they are based upon a fixed payment, thus making more shares available when the price is depressed.  That's a good deal when you have reason to believe in the future high value of the resource (not to mention the power to depress the market price).

[Indoreservoir]

• MH is not on the BOD;(Sorry this is incorrect. He joined the BOD in November 2013)
• His compensation is based on his contract from 7/2013;
• Oil prices were over $100/bbl in July 2013;
• No one complained about MH's compensation when he was hired;
• MH's annual compensation is in line with other CEOs in the O/G industry (Woodside CEO Coleman made $8.45 million in 2014)
• MH's purchase of IOC stock is regulated by the IOC Insider trading policy and is not subject to his personal desires to buy shares or not;
• The IOC insider trading policy was enacted by the IOC BOD on which MH has no vote whatsoever.
• (MH does have a vote as a director, but the policy is still controlled by the entire BOD and not by the CEO).

2126, I would say its untrue that MH's annual compensation is in line with other CEOs in the O/G industry.  Should we compare him to XOM or TOT CEO - as well as Woodside - when the size, profitability and ANY other measure of the companies is completely different?  Of course not!  Need to compare apples to apples. To me it sounds like someone has an agenda and is cherrypicking facts to support it.  (FWIW, my company's CEO compensation in O/G is about 50% of MH compensation, and we're profitable and about 10 times IOC's Market Cap,)

MH is paid about $7 million too much.

Look at two of his major decisions - not to sell to XOM, and sale of the refinery/marketing (for those who don't know, refiners make out like bandits when oil prices drop).  Both boneheaded decisions IMHO.  And he wears a pink shirt to boot on the main webpage! Good grief.

I support PM, and we should certainly get rid of MH and his Board of Cronies.  But don't let PM pick the Board either, talk about Cronies!

Cheers

[Indoreservoir]

It seems that some members of this board don't really appreciate the value of an experienced and diverse board of directors for a small O&G exploration company operating in a developing country in SE Asia that has entered into a multi-billion dollar agreement with one of the largest major oil companies in the world. IOC has positioned itself to move into a very different phase of its existence in the near future: that of participating in the design, financing and construction of a multi-billion dollar LNG plant, including all of the attendant social, environmental, legal, engineering, design, financing, and construction aspects that such an endeavor entails. As of December 2013, IOC is no longer a small independent company pursuing gas exploration on a small island nation. When it entered into the deal with Total, it became a major partner in a very expensive and wide-ranging international development project.

Since that time, the IOC board of directors has moved to solidify and expand the expertise that it has available to bring to bear on the increasingly complex decisions that it must make. The BOD now has 9 members and their experience and expertise spans a range of qualifications and expertise that were not necessary in the 'old' IOC, but are highly valuable to IOC now and in the immediate future. IOCs current BOD has much greater depth in O&G financing and large-scale capital projects as well as greater experience in the PNG/Asian banking and development arena. To review a bit: the IOC board now has:

• Chris Finlayson: a geologist, physicist and petroleum engineer with over 37 years experience, including 33 with Royal Dutch Shell, with extensive experience in large-scale capital projects in Russia, Africa, Asia, and Europe.
• Ford Nicholson: a financial executive with extensive experience with the financing and development of energy projects worldwide.
• Chee Keong Yap: a financial executive with extensive experience in the Signapore/Asian/Australian financial arena
• Sir Kermit Wilson: recently retired Chairman of the Board of the Bank of Papua New Guinea and current member of the BOD of the Asian Development Bank
• Roger Lewis: finance executive with over 20 experience with Woodside, most recently as its Financial Controller
• Sir Rabbie Namaliu: former Prime Minister of Papua New Guinea, former Speaker of the PNG Parliament and former PNG Minister of Foreign Affairs and Trade
• Dr. Ellis Armstrong: petroleum financial executive with over 30 years experience with BP, finishing as the Chief Financial Officer of its global exploration and production group
• Katherine Hirschfeld: an engineer with over 20 years experience with BP on projects throughout the world, finishing her career as Executive Director of BP Australasia
• Isikeli Taureka: Executive Director of Papua New Guinea and former executive with Chevron Asia (including as former President of Chevron Texaco China Energy) and with extensive petroleum financing experience

This is not pumping--these are simply the facts surrounding the current IOC BOD. In the very near future, IOC will be entering a a very difficult phase of its existence: handling a massive influx of funds from its Interim Resource Payment from Total, preparing for the upcoming FEED and FID for a world-class LNG plant development project and, equally important, fending off likely takeover attempts while negotiating potential sell-downs of some of its non-E/A resources, while planning further exploration of its PNG acreage. Personally, I would not want IOC to enter into this next phase with a BOD with less range of experience and knowledge than the current board.

So excluding the PNG guys, on our Board we have

Ford, Chee, Lewis, 'Dr' Ellis, and Isikeli in finance - why do we need 5 finance people on the Board?  Sounds like far too many to me - what can they possibly be doing except for collecting their Director fee?

Finlayson, Hirschfield, MH - technical, and I think you need about this many.

I suspect this is mostly a band of cronies hand-picked to pack the Compensation Committee.  Wait until we see the bonuses after the Total payment - will be a shocker am sure.  All we can do is hope PM is successful.

GLTAL