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| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the | ||||
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NORTH EUROPEAN OIL ROYALTY TRUST
43 West Front Street,
Suite 19A,Red Bank, New Jersey 07701
(732) 741-4008
_______________
NOTICE OF ANNUAL MEETING OF UNIT OWNERS
February 17, 2010
To the Unit Owners of
NORTHEUROPEAN OIL ROYALTY TRUST:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Unit Owners of NORTHEUROPEAN OIL ROYALTY TRUST (the "Trust"), pursuant to Article 14 of its Agreement of Trust will be held on Tuesday, February 17, 2010,12, 2013, at 10:30 A.M., in Rooms 3 and 4, Ninth Floor, at The University Club, 1 West 54th Street, New York, New York 10019 (corner of Fifth Avenue; entrance on 54th Street) for the following purposes:
| (1) | To elect five persons named in the accompanying proxy statement as Trustees to serve until the next annual meeting of unit owners or until their respective successors are duly elected and qualified. |
| (2) | To transact such other business as may properly come before this meeting. |
The transfer books of the Trust will not be closed. Only unit owners of record as of the close of business on December 29, 200928, 2012 will be entitled to notice of and to vote at the annual meeting.
BY ORDER OF THE TRUSTEES:
| ROBERT P. ADELMAN | |
| Managing Trustee |
January 12, 2010
If you plan to attend the meeting, please note that The University Club has a dress code. Gentlemen are required to wear a jacket and tie, and ladies are required to wear business attire. The University Club does not make exceptions. To obtain directions to attend the meeting and vote in person, contact the Trust at (732) 741-4008 or neort@neort.com.neort@neort.com. To make arrangements for handicap access, contact the University Club at (212) 247-2100.
If you do not expect to be present in person, you are urged to sign and return the enclosed proxy in the enclosed postage-paid envelope as soon as possible.possible.
Brokers may no longernot vote your units on the election of trusteesTrustees in the absence of your specific instructions as to how to vote. Please return your proxy card so your vote can be counted.
NORTH EUROPEAN OIL ROYALTY TRUST
43 West Front Street, Suite 19A,
Red Bank, New Jersey 07701
(732) 741-4008
_______________
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of proxies by the Trustees of NORTH EUROPEAN OIL ROYALTY TRUST (the "Trust") to be used at the Annual Meeting of Unit Owners to be held on Tuesday, February 17, 201012, 2013 and any adjournment or adjournments thereof for the purposes set forth in the accompanying notice of annual meeting. Only unit owners of record at the close of business on December 29, 200928, 2012 will be entitled to vote at such meeting. Proxies properly executed and received in time to be presented at the meeting will be voted as specified in such proxies. If no instructions are specified in such proxies, units of beneficial interest in the Trust ("units") will be voted for the election of the Trustees. The Trustees do not know of any matters, other than as described in the Notice of Annual Meeting of Unit Owners, which are to come before the annual meeting. If any other matters are properly presented at the annual meeting for action, the persons named in the enclosed form of proxy and acting thereunder will have the discretion to vote on such matters in accordance with their best judgment.
Any proxy may be revoked at any time prior to its being exercised by filing with the Managing Trustee, at the address of the Trust above, written notice of such revocation or a duly executed proxy bearing a later date, or by attending and voting in person at the annual meeting. Owners of units registered in the name of a nominee (e.g. units held by brokers in "street name") who wish to vote in person at the annual meeting should contact the nominee to obtain appropriate authority to vote such units at the annual meeting. Attendance at the annual meeting will not in and of itself constitute revocation of a proxy. This proxy statement and the proxy included herewith are being mailed to unit owners on or about January 12, 2010.
The Trust was formed on September 10, 1975, pursuant to a vote of the shareholders of North European Oil Company, a predecessor corporate entity. There were 9,190,590 units of the Trust outstanding on December 29, 2009.28, 2012. This number of units represents all authorized units. Each unit owner is entitled to one vote for each unit he or she holds or represents. Any number of units represented in person or by proxy will constitute a quorum for all purposes at the annual meeting.
The affirmative vote of a majority of units represented in person or by proxy at the annual meeting is required to elect any person a Trustee of the Trust. With regard to the election of Trustees, votes may be cast in favor or withheld with respect to all or certain nominees. Votes that are withheld will be counted as present for purposes of the election of Trustees and, thus, will have the same effect as a vote "against" such election.
In the event of a broker non-vote with respect to any issue coming before the annual meeting, such non-voting units will not be deemed present and entitled to vote as to that issue for purposes of
determining the total number of units represented in person or by proxy. A “broker non-vote” occurs if a broker or other nominee who is entitled to vote units on behalf of a record owner has not received instructions with respect to a particular item to be voted on, and the broker or nominee does not otherwise have discretionary authority to vote on that matter. Under the rules of the New York Stock Exchange (the “NYSE”), brokers may vote a client’s proxy in their own discretion on certain items| 2 |
even without instructions from the beneficial owner, but may not vote a client’s proxy without voting instructions on “non-discretionary” items. As a resultAccording to the rules of recent rule changes by the NYSE, the election of the Trustees is
The Trustees do not expect that the cost of soliciting proxies will exceed the amount normally expended for a proxy solicitation for an election of directors or trustees and all such costs will be borne by the Trust. In addition to the use of the mail, some proxies may be solicited personally by the Trustees without additional compensation. The Trustees may reimburse persons holding units in their names or in the names of their nominees for their expenses in sending the soliciting materials to their principals.
ELECTION OF TRUSTEES
The persons named in the accompanying proxy intend to vote for the election of the five individuals named below to serve until the next annual meeting of unit owners, or until their successors have been duly elected and qualified. All of the nominees are presently serving as Trustees. The Trustees are informed that all nominees are willing to serve, but if any such person shall decline or shall become unable to serve as a Trustee for any reason, votes will be cast instead for a substitute nominee, if any, designated by the present Trustees, or, if none is so designated prior to election, said votes will be cast according to the judgment of the person or persons voting the proxy.
Nominees for Election as Trustees
The following sets forth certain information about the nominees for election as Trustees, including a description of the specific experience, qualifications, attributes or skills that qualify themled to the conclusion that, given the nature and structure of the Trust, the named person should serve as Trustees and, as applicable, members of the Audit Committee of the Trustees of North European Oil Royalty Trust (the “Audit Committee”) or the Compensation Committee of the Trustees of North European Oil Royalty Trust (the “Compensation Committee”) a Trustee. For further information, see “--Governance and Nominations--Nominations” below. Other than the Trust itself, none of the corporations or organizations with which the nominees are affiliated is a parent, subsidiary or other affiliate of the Trust.
Robert P. Adelman
,Samuel M. Eisenstat, 69,72, currently serves as the Chief Executive Officer of Abjac Energy Corp., a small, private oil and gas exploration company which he founded. He has served in that position since 1970. As of March 2011, Mr. Eisenstat currently serveshas stepped down from his position as a director or trustee of 4839 open and closed end funds managed by SunAmerica Asset Management Corp. These funds are part of fund complexes consisting of several SunAmerica fund complexes (comprised of 3627 individual funds), the Anchor Series Trust fund complex (comprised of 9 individual funds), and the AIGSun America Specialty Series Trust fund complex (comprised of 3 individual funds). Mr. Eisenstat has been a Trustee
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of North European Oil Royalty Trust since 1996 and the Audit Committee Chairman since 2006.He has broad corporate governance experience, which includes having served as an independent chair of the mutual fund complexes listed above as well as its audit committee chair. Mr. Eisenstat holds a law degree, a master’smaster of lawlaws degree in tax and a master’smaster of lawlaws degree with a corporate concentration.
Lawrence A. Kobrin
,Willard B. Taylor
,Rosalie J. Wolf
,| 4 |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Unit Ownership of Trustees and Executive Officers
The following table sets forth the number of units beneficially owned as of December 8, 200913, 2012 by each Trustee and nominee for Trustee, the individual named in the summary compensation table set forth below under “Executive Compensation,” and all Trustees and executive officers as a group.
Name and Position of Beneficial Owner | Number of Units Beneficially Owned | Percentage Beneficially Owned (1) | ||||||
| Robert P. Adelman, Managing Trustee | * | |||||||
| Samuel M. Eisenstat, Trustee | * | |||||||
| Lawrence A. Kobrin, Trustee (2) | * | |||||||
| Willard B. Taylor, Trustee | 6,619 | * | ||||||
| Rosalie J. Wolf, Trustee | * | |||||||
| John R. Van Kirk, Managing Director (3) | * | |||||||
| All Trustees and executive officers as a group (6 persons) | 39,869 | * | ||||||
_______________
| * | Less than one percent |
| (1) | Percentage computations are based upon all outstanding units. Percentage computations for each Trustee and the Managing Director include units deemed to be owned indirectly even when beneficial ownership has been disclaimed as set forth in note (2). |
| (2) | Includes 500 units owned by Mr. Kobrin’s wife, in which units he disclaims beneficial interest. |
| (3) | Mr. Van Kirk, |
Other Unit Ownership
The Trust ownsis unaware of any individual or entity who beneficially owned more than 5% of the Trust’s units.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
There is only one executive officer of the Trust, its Managing Director. The Compensation Committee is responsible for recommending to the Trustees for approval all aspects of the compensation of the Managing Director.
The Trust is a passive fixed investment trust which holds overriding royalty rights, receives income under those rights from certain operating companies, pays its expenses and distributes the remaining net funds to its unit owners. The Trust does not engage in any business or extractive operations of any kind in the areas over which it holds royalty rights and is precluded from engaging in such activities by the Trust Agreement. As a result, the Trust’s financial results are determined primarily by factors not within the control of its executive or the Trustees, including energy prices in Europe, currency exchange rates, energy supply contracts and the operating companies’ production
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and sales
Historically, the compensation package for the Managing Director has consisted of a base salary and, on occasion, a cash bonus. No long-term incentive compensation has been paid and, as a result of the format of the Trust, no equity-based compensation can be made available. Lacking a traditional 401-K or its equivalent, in 2007, the Trust established a savings incentive match plan for employees (SIMPLE IRA) that is available to both employees of the Trust, one of whom is the Managing Director. The Trustees have authorized the making of contributions by the Trust to the accounts of employees, on a matching basis, of up to 3% of cash compensation paid to each such employee.
For calendar 2009,2012, the Managing Director’s annual basetotal compensation remained fixed at $105,000. He also received a bonus of $7,500 and $3,375 aswas $123,600, which included the Trust’s matching 3% contribution of $3,600 to his SIMPLE IRA. For calendar 2010,2013, the Managing Director’s annual basetotal compensation washas been increased to $115,000$126,690 and includes the Trust’s matching 3% contribution of three percent (3%)$3,690 to the Managing Director’shis SIMPLE IRA will increase to $3,450. The increase in.In making this determination, the Trustees considered the unit owners' approval (93% of votes cast) of the compensation of the Trust's Managing Director’s baseDirector, on an advisory basis, at the Annual Meeting held on February 15, 2011. In light of this overwhelming approval, the Trustees' compensation was primarilydecisions and policies were not affected by the results of this vote. As a result of the Compensation Committee’s determination to include in baseadvisory vote regarding the frequency with which an advisory vote on the compensation what was previously paid to him as a bonus. As a result, theof the Trust's Managing Director is not expectedshould be held, the Trustees determined that an advisory vote on the compensation of the Trust's Managing Director will be held every three years with the next advisory vote on the compensation of the Trust's Managing Director to receive any bonus with respect to calendar 2010.
The Trust does not maintain any severance or change of control plans or any employment contracts. As a result, the Managing Director is not entitled to receive any severance or other benefits in the case of a termination event or a change of control. The Trust does not have any formal unit ownership requirements or guidelines.
Although the Trust does not engage in any formal benchmarking, as a means of testing its judgment, the Compensation Committee has, from time to time, explored the costs of alternate or substitute performance of the management functions by a corporate service firm or similar entity and found that the fees to be charged by such entities to perform these functions would be more costly to the Trust and the unit owners and probably less effective.
The compensation of the Trustees is primarily set by the Trust Agreement butbased on the application of a formula with respect to gross royalties and interest. The Compensation Committee is responsible for recommending to the Trustees for approval any additional compensation to Trustees for serving in roles such as the Managing Trustee (a non-executive position), a committee chair or the clerk of the Trustees. For these additional roles, the experience gained both during the length of their service with the Trust and their roles and experience outside the Trust as well as the time and responsibility involved in these
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added roles are considered in setting the additional compensation. See “Trustee Compensation” below. The Compensation Committee has not historically retained any compensation consultants to assist it in this process and has not done so currently.
Report of the Compensation Committee of the Trustees of North European Oil Royalty Trust | ||||
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (which is set forth above) with management. Based on this review and discussions, the Compensation Committee recommended to the Trustees that the Compensation Discussion and Analysis be included in this Proxy Statement. | ||||
| Samuel M. Eisenstat, Chairman | Robert P. Adelman | Lawrence A. Kobrin | ||
| Willard B. Taylor | Rosalie J. Wolf | |||
Summary Compensation Table
Set forth below is a table summarizing the compensation of the Managing Director (the only [Missing Graphic Reference]executive officer of the Trust) for the fiscal 2009,years 2008 and 2007.
| Name and Principal Position | Year | Salary ($) (1) | Bonus ($) | All Other Compensation ($) | Total Compensation ($) | |||||||||||||||
| John R. Van Kirk - Managing Director | 2012 | $ | 119,167 | $ | 0 | $ | 3,575 | $ | 122,742 | |||||||||||
| 2011 | $ | 115,000 | $ | 0 | $ | 3,450 | $ | 118,450 | ||||||||||||
| 2010 | $ | 113,333 | $ | 0 | $ | 3,400 | $ | 116,733 | ||||||||||||
| 2009 | $ | 105,000 | $ | 7,500 | $ | 3,375 | $ | 115,875 | ||||||||||||
| 2008 | $ | 105,000 | $ | 7,500 | $ | 2,850 | $ | 115,350 | ||||||||||||
| (1) | Mr. Van Kirk’s salary is determined on a calendar year basis and was $105,000 for calendar |
Trustee Compensation
Set forth below is a table summarizing the compensation earned by the Trustees during fiscal 2009.
| Name | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
| Robert P. Adelman - Managing Trustee | $ 90,470 | $ 0 | $ 90,470 |
| Samuel M. Eisenstat - Audit Committee Chairman | $ 68,470 | $ 0 | $ 68,470 |
| Lawrence A. Kobrin - Clerk | $ 68,470 | $ 0 | $ 68,470 |
| Willard B. Taylor - Trustee | $ 57,470 | $ 0 | $ 57,470 |
| Rosalie J. Wolf - Trustee | $ 57,470 | $ 0 | $ 57,470 |
| Name | Trustee Fees Earned ($) | All Other Compensation ($) | Total Compensation ($) | |||||||||
| Robert P. Adelman - Managing Trustee | $ | 87,430 | $ | 0 | $ | 87,430 | ||||||
| Samuel M. Eisenstat - Trustee, Audit Committee Chairman | $ | 58,430 | $ | 0 | $ | 58,430 | ||||||
| Lawrence A. Kobrin - Trustee, Clerk | $ | 60,430 | $ | 0 | $ | 60,430 | ||||||
| Willard B. Taylor - Trustee | $ | 47,430 | $ | 0 | $ | 47,430 | ||||||
| Rosalie J. Wolf - Trustee | $ | 47,430 | $ | 0 | $ | 47,430 | ||||||
Under the provisions of the Trust Agreement approved by the Delaware Court of Chancery and the shareholders of the Trust’s predecessor at the formation of the Trust, each Trustee receives a yearly fee equal to 0.2% of the gross royalties and interest received during the year by the Trust. Based upon this formula, each Trustee earned a fee of $57,470$47,430 and $69,484$50,350 during fiscal 20092012 and 2008, 2011,
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respectively. Any compensation for additional services provided to the Trust is recommended by the Compensation Committee for approval by the Trustees with the respective individual not participating. Effective MayJanuary 1,
TRANSACTIONS WITH RELATED PERSONS
Transactions with Related Persons
The following transactions, although not necessarily required to be reported in this proxy statement, occurred during fiscal 2009.
John R. Van Kirk, the Managing Director of the Trust, provides office space and office services to the Trust at cost. During fiscal 2009,2012, the Trust reimbursed him a total of $27,202$27,095 for such office space and office services and an additional $268$225 for travel expenses. As of January 1, 2007, Lawrence A. Kobrin, a Trustee of the Trust, was namedis a Senior Counsel at Cahill Gordon & Reindel LLPllp, which serves as counsel to the Trust. Prior to such time, Mr. Kobrin wasis no longer a partner atof Cahill Gordon & Reindel LLP.llp. For fiscal 2009,2012, the Trust paid Cahill Gordon & Reindel LLP $94,191llp $93,208 for legal services. During fiscal 2009, John H. Van Kirk, the father of John R. Van Kirk, received $5,000 for his service as Founding Trustee Emeritus. In this role, he remained available for periodic consultation by the Trustees and the Managing Director until his death in February 2009
Review, Approval or Ratification of Transactions with Related Persons
The Trustees have adopted a written policy with respect to transactions with related persons (the “Policy”). The Policy is set forth in the Trust’s Code of Conduct and Business Ethics and is available on the Trust’s website at www.neort.com/ethics.html.ethics.html. The Policy provides that any proposed Related Person Transaction (as defined below) be submitted to the Trustees for consideration. In determining whether or not to approve the transaction, the Policy provides that the Trustees shall consider all of the relevant facts and circumstances available to the Trustees, including (if applicable): the benefits to the Trust; the impact on the Related Person’s (as defined below)a Trustee’s independence; the availability of other sources for comparable products or services; the terms of the transaction; and the terms available to unrelated third parties or to employees, Trustees, officers, agents or consultants of the Trust generally. The Policy provides that the Trustees shall approve only those Related Person Transactions that are in, or are not inconsistent with, the best interests of the Trust and its unit owners.
For purposes of the Policy, a “Related Person Transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Trust was, is or will be a participant, and in which any Related Person had, has or will have a direct or indirect material interest.
For purposes of the Policy, a “Related Person” means (1) any person who is, or at any time since the beginning of the Trust’s last fiscal year was, a Trustee or executive officer of the Trust or a
| 8 |
nominee to become a Trustee of the Trust; (2) any person who is known to be the beneficial owner of more than 5% of Trust’s units; and (3) any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
AUDIT COMMITTEE
All of the Trustees, with the exception of Lawrence A. Kobrin, constitute the Audit Committee.The Audit Committee meets the definition of an audit committee set forth in Section 3(a)(58)(A) of the Exchange Act of 1934. All of the members of the Audit Committee are “independent” as that term is defined in the rules of the Securities and Exchange Commission (the “SEC”) and the applicable listing standards of NYSE. The Trustees have determined that both Robert P. Adelman and Rosalie J. Wolf are audit committee financial experts, as the term is defined in the SEC rules. The Audit Committee is chaired by Samuel M. Eisenstat. The Trustees of North European Oil Royalty Trust haveTrusthave adopted a written Charter outliningCharteroutlining the duties and responsibilities of the Audit Committee. In March 2011, Mr. Eisenstat servesstepped down from his position on the audit committees of several funds managed by Sun America Asset Management Corp. The Trustees have determined that such service by Mr. Eisenstat doesdid not impair his ability to effectively serve on the Trust’s Audit Committee.
Pursuant to the Audit Committee Charter and the requirements of the SEC, the Audit Committee has provided theprovidedthe following report for inclusion in this proxy statement:
| Report of the Audit Committee of the Trustees of North European Oil Royalty Trust | |
| The undersigned constitute the members of the Audit Committee. In connection with the proxy statement in which this report appears and the distribution to unit owners of the financial reports for the Trust’s fiscal year ended October 31, | |
| 1. The Audit Committee has reviewed and discussed the audited financial statements for the Trust for the fiscal year ended October 31, | |
2. The Audit Committee has discussed with representatives of | |
| 3. The Audit Committee has received the written disclosures and the letter from | |
| 4. Based on the review and discussions described in this report, the Audit Committee recommended to the Trustees that the audited financial statements be included in the Trust’s Annual Report on Form 10-K for the fiscal year ended October 31, | |
| Samuel M. Eisenstat, Chairman | Robert P. Adelman |
| Willard B. Taylor | Rosalie J. Wolf |
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AUDITOR MATTERS
A representative of WeiserWeiserMazars LLP is expected to attend the annual meeting and to be available to respond to appropriate questions from unit owners. The representative from WeiserWeiserMazars LLP will also have the opportunity to make a statement at the meeting.
Fees Billed by Independent Auditors
Audit Fees
For the fiscal yearyears ended October 31, 2009,2012 and 2011, WeiserMazars LLP performed services in connection with the Trust paid $67,390 to Weiser LLP for audit services including the reviewreviews of the first three fiscal quarters, the year-end auditaudits and the attestationattestations to the sufficiency of the Trust’s internal controls. ForThe Trust paid $56,615 and $68,261 for the fiscal yearyears ended October 31, 2008, the Trust paid $61,921 to Weiser LLP2012 and 2011, respectively, for auditsuch services. In addition, expenses related to the transition from the Trust’s previous auditor, Ernst & Young LLP (“E&Y LLP”) and subsequent reporting requirements in the amount of $3,500 were paid to E&Y LLP in fiscal 2008.
Audit-Related Fees
No fees for audit-related services were paid in either fiscal 20092012 or 2008.
Tax Fees
The Trust paid $4,027 for tax relatedresearch services were paid in either fiscal 2009 or 2008.
All Other Fees
At the Trust’s direction and as part of its monitoring process, the German affiliate of E&Y LLP, Ernstaccounting firm, P+B GmbH & Young AG, reviewedCo. KG, examined the basis for royalty payments and allowable cost deductions for Mobil Erdgas Erdol GmbH and BEB Erdgas und Erdol GmbH in Germany on a biennial basis. The Trust paid $52,287$30,108 for these services in fiscal 2008. No fees2012. The Trust paid $1,733 for these services were paid duringin fiscal 2009.
Pre-Approval Policies
It is the policy of the Audit Committee that all audit and non-audit services provided to the Trust must be pre-approved by the Audit Committee. All of the audit and non-audit services described above were pre-approved by the Audit Committee.
GOVERNANCE AND NOMINATIONS
Trustee Independence
With the exception of the Lawrence A. Kobrin, none of the Trustees haveno Trustee has a financial relationship with the Trust other than as TrusteesTrustee under the terms of the Trust Agreement. Until December 31, 2006, Mr. Kobrin was a partner of the law firm of Cahill Gordon & Reindel LLPllp in New York, New York, a position he has held since 1984. Cahill Gordon & Reindel LLPllp has provided legal services to the Trust since that time. Mr. Kobrin is currently a senior counsel to Cahill Gordon & Reindel LLP.llp. The Trustees have determined that all the current Trustees are considered independent according to the rules of the NYSE.
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Leadership Structure
The positions of Managing Trustee and Managing Director have been held by separate individuals since 1990. The Managing Trustee and the Managing Director fulfill the roles normally reserved for their corporate equivalents, the Chairman of the Board of Directors and the Chief Executive Officer, respectively. Since 2008, the Managing Director, rather than the Managing Trustee, has fulfilled the role normally reserved for the Chief Executive Officer in recognition of the differences between the two roles.
Risk Oversight
The Trustees have the ultimate oversight responsibility for risk management activities as implemented by the Managing Director. The Audit Committee assists the Trustees with respect to oversight of financial risk, including internal controls. The Managing Director has day to day responsibility with respect to compliance with and execution of the Trust’s risk management policies and procedures, including internal controls.The Trustees review with the Managing Director the categories of risk the Trust faces and reviews the implementation of the risk management policies and procedures to assess whether they are being followed and are effective.
Committees
The Trustees have designated a standing Audit Committee and a standing Compensation Committee. Samuel M. Eisenstat serves as the Chairman of both committees andcommittees. Robert P. Adelman, Willard B. Taylor and Rosalie J. Wolf serve as members of both committees. Lawrence A. Kobrin is a member of the Compensation Committee. The Audit Committee has a charter, but the Compensation Committee does not.
The functions of the Audit Committee include reviewing the internal financial management and control procedures of the Trust, appointing and removing independent auditors for the Trust, and consulting with the auditors. See “Audit Committee.” The functions of the Compensation Committee include recommending to the Trustees for approval the compensation of the Managing Director, the compensation of Trustees not covered by the Trust Agreement (i.e. additional compensation to Trustees for serving in roles such as the Managing Trustee, a committee chair or the clerk of the Trustees) and any separate compensation for additional services as the committee deems necessary. See “Executive Compensation.”
The Trustees have not created and do not intend to create a Governance Committee or a Nominating Committee. It is the opinion of the Trustees that no such committees are necessary since the Trust Agreement and orders of the Delaware Court of Chancery provide the framework for governance of the Trust. A copy of the Trust Agreement, as amended, is on file with the SEC and is available at the Trust’s website, www.neort.com.
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Meetings and Attendance
During fiscal 2009,2012, the Trustees met six times. The Trustees, presided over by the Managing Trustee, met in executive session without managementthe Managing Director and had additional communications as needed during fiscal 2009.2012. During fiscal 20092012 the Audit Committee met formally two times and the CompensationCompensation Committee each met formally two times, and each had additional informal meetings and communications. All of the Trustees attended 100%more than 80% of all of the meetings of the Trustees and the meetings of the Audit Committee and the Compensation Committee (if a member thereof) during fiscal 2009.2012. It is the expectation of the Trustees that all of the Trustees attend each Annual Meeting of Unit Owners in person. All of the Trustees attended last year’s Annual Meeting.
Code of Conduct and other Documents
The Trustees have created a Code of Conduct and Business Ethics. All the Trustees and the Managing Director have signed the Code of Conduct and Business Ethics. The Code of Conduct and Business Ethics, the Trustees’ Regulations and the Trust’s Audit Committee Charter are available on the Trust’s website, www.neort.com.www.neort.com. A copy of any of these documents will be furnished without charge to any unit owner who sends a written request to John R. Van Kirk, P.O. Box 456, Red Bank, NJ 07701.
Nominations
The Trustees have not created and do not intend to create a separate Nominating Committee. The ongoing supervision of the Trust requires continuity of experience and familiarity with its structure. The Trust is precluded from business activities and would not benefit from the rotation of its member Trustees. Rotation of the Trustees would, in the opinion of the Trustees, substantially increase costs and be counter to the best interests of the unit owners. Accordingly, absent the retirement, resignation, incapacity or death of any Trustee, the Trustees have customarily been re-nominated every year.
At such time as a vacancy occurs in the Trustees by reason of retirement, resignation or death of any Trustee, all of the remaining Trustees serve the function of a nominating committee and do so pursuant to the provisions of the Trust Agreement and the orders of the Delaware Court of Chancery.
Any unit owner may at any time communicate in writing with either the Managing Trustee, or the senior Trustee then serving, to make a nomination and such nominee will be considered by the Trustees without differentiation as to the source of the suggestion. In the event of a vacancy among the Trustees, nominees would be sought who had the background, experience and competence in those areas where the former Trustee was proficient. They would include business experience in the extractive industries, experience with royalty trust management and general business and accounting experience.In addition, although the Trust does not have a formal diversity policy, in the event of a vacancy, Trustees would be sought with a broad mix of professional and personal backgrounds in order to best meet the needs of the Trust and the unit owners.
Compensation Committee Interlocks and Insider Participation
None.
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OTHER MATTERS
The Trustees are not aware of any other matter to be presented for action at the annual meeting. If any other matter is brought before the meeting, it is the intention of the persons named in the proxy to vote in accordance with their discretion pursuant to the terms of the proxy.
Section 16(a)Beneficial Ownership Reporting Compliance
In accordance with the Securities Exchange Act of 1934 and rules adopted by the SEC, the Trustees, the Managing Director and persons owning more than 10% of the Trust's units (the "Reporting Persons") are required to file reports of ownership of, and changes in ownership of, Trust units with the SEC, the NYSE and the Trust.
Based solely on a review of such forms furnished to it and written representations from certain Reporting Persons the Trust believes that during the fiscal year ended October 31, 2009,2012, all filing requirements applicable to the Reporting Persons have been complied with.
Communications
Any interested party (including any unit owner) may communicate with an individual Trustee, or the Trustees as a group, or with the Audit Committee Chairman in writing. All such communications will be treated in confidence and an appropriate response or action will be taken. Communications to an individual Trustee or the Trustees as a group may be sent to the office of the Trust at P.O. Box 456, Red Bank, NJ 07701 and will be forwarded to them. Communications to the Audit Committee Chairman may also be sent by mail to the office of the Trust, marked “confidential.” The Managing Trustee, Managing Director and Audit Committee Chairman can also be reached directly through the Trust’s website, www.neort.com,via the Contact Form located in the Contact Section of the website.
Form 10-K
The Trust has filed with the SEC an Annual Report on Form 10-K for the fiscal year ended October 31, 2009.2012. A copy of this report will be furnished without charge to any unit owner who sends a written request to John R. Van Kirk, Managing Director, P.O. Box 456, Red Bank, NJ 07701. A copy of the report is also accessible through the Trust’s website, www.neort.com.
Unit Owner Proposals for the 20112013 Annual Meeting
The 20112013 Annual Meeting of Unit Owners is tentatively scheduled to be held on February 15, 2011.11, 2014. Any proposals of the unit owners intended to be presented at the 2011 annual meeting2013 Annual Meeting must be received by the Trust by September 14, 2010,10, 2013, whether for inclusion in the Trust's proxy statement and form of proxy relating to that meeting or otherwise. Such proposals should be sent to John R. Van Kirk, Managing Director, P.O. Box 456, Red Bank, NJ 07701. If the date of the 2011 annual meeting2013 Annual Meeting is changed by more than 30 days, unit owners will be advised of such change and of the new dates for submission of proposals.
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Unit Owners to be Held on February 17, 2010
The Trust’s Proxy Statement for the 20102012 Annual Meeting of Unit Owners and the Annual Report to Unit Owners for the fiscal year ended October 31, 20092012 are available at: http://www.cfpproxy.com/1249.
Unit owners are urged to sign and return their proxies without delay
.BY ORDER OF THE TRUSTEES:
January 11, 2013
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