Governance Remuneration Report continued
Directors’ Remuneration Policy The current Directors’ Remuneration Policy was approved by our shareholders at the Annual General Meeting in 2018. The Remuneration Committee has reviewed the continued appropriateness of the current policy over a series of meetings which considered our strategic priorities, governance requirements and evolving market practice. Input was sought from the Chief Executive and Finance Director whilst ensuring that conflicts of interest were suitably mitigated. An external perspective was provided by our major shareholders and our independent advisers, Deloitte. Shareholder approval will be sought at the forthcoming Annual General Meeting for the updated policy set out below. Subject to shareholder approval, the updated policy will take effect immediately after the Annual General Meeting and will apply to the 2021/22 financial year. The updated policy is essentially consistent with the policy approved in 2018 – the only changes of note are: ӱ the introduction of a post-employment shareholding guideline whereby Executive Directors will be required to remain compliant with their existing ‘in employment’ shareholding guideline (200% of salary) for two years after stepping down as a Director; and ӱ the addition of flexibility to use ESG measures within the annual bonus. Principles The objective of the Group’s Remuneration Policy is to have a simple and transparent remuneration structure aligned with the Group’s strategy. The Group aims to provide a remuneration package which will retain Directors who possess the skills and experience necessary to manage the Group and maximise shareholder value on a long-term basis. The Remuneration Policy aims to incentivise Directors by rewarding performance through enhanced shareholder value. Executive Directors’ Remuneration Policy Table Base salary Purpose A base salary to attract and retain Executives of appropriate quality to deliver the Group’s strategy. Operation Base salaries are normally reviewed annually with changes effective on 1 April. When setting base salaries the Committee will consider relevant market data, as well as the scope of the role and the individual’s skills and experience.
Maximum
No absolute maximum has been set for Executive Director base salaries. Any annual increase in salaries is set at the discretion of the Remuneration Committee taking into account the factors stated in this table and the following principles: – Salaries would typically be increased at a rate consistent with the average employee salary increase. – Larger increases may be considered appropriate in certain circumstances (including, but not limited to, a change in an individual’s responsibilities or in the scale of their role or in the size and complexity of the Group). – Larger increases may also be considered appropriate if a Director has been initially appointed to the Board at a lower than typical salary.
Performancemeasures
None None
Clawback
Pension Purpose
Part of competitive remuneration package.
Operation
The Company has established defined contribution pension arrangements for all employees. For Executive Directors the Company pays a monthly salary supplement in lieu of Company pension contributions. A consistent rate of pension provision (15% of base salary) applies to all employees including Executive Directors.
Maximum
Performancemeasures
None None
Clawback
86
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