Just group PLC | Annual Report and accounts 2022
DIRECTORS’ REMUNERATION REPORT continued
ANNUAL REPORT ON REMUNERATION This report describes the remuneration for our Executive Directors and Non-Executive Directors and sets out how the remuneration policy has been used and, accordingly, the amounts paid relating to the year ended 31 December 2022. The report has been prepared in accordance with the provisions of the Companies Act 2006, the FCA’s Listing Rules and The Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended. The report has also been prepared in line with the recommendations of the UK Corporate Governance Code. Various disclosures of the detailed information about the Directors’ remuneration set out below have been audited by the Group’s independent auditor, PricewaterhouseCoopers LLP. Total single figure of remuneration (audited)
Total fixed remuneration
Total variable remuneration
Salary/fees
Taxable Benefits
STIP
LTIP 2,3
Pension
Other 4
Total
2022 606 421
2022
2022 685 476
2022
2022
2022
2022
2022 691 486
2022
2021
2021 6
£’000
2021
2021
2021
2021
2021
2021
2021
30 26
716 1,088
61 42
–
– 2,470 1,577 604 2,018 1,584
680 1,779
David Richardson
597 415
27 25
177
60 42
897
757
296
480 1,532 1,104
Andy Parsons Paul Bishop Ian Cormack
498
– – – – – – – – –
80 85 60
– – 1 1 – – – –
– – – – – – – –
– – – – – – – –
– – – – – – – –
– – – – – – – –
80 85 61
80 85 61
– – – – – – – –
80 75 60
– – – – – – – –
– – – – – – – –
– – – – – – – –
– – – – – – – –
80 75 60
80 75 60
– – – – – – – –
Michelle Cracknell
John Hastings-Bass 200
201
201
200
200
200
69 75 80 22
69 75 80 22
69 75 80 22
–
–
–
Mary Kerrigan 5 Steve Melcher Kalpana Shah 1
75 50 60
75 50 60
75 50 60
Clare Spottiswoode
1 Kalpana Shah was appointed as a Non-Executive Director of the Company with effect from 01 March 2021 and her remuneration for 2021 represents her fees from this date. 2 Awards made under the LTIP in the period and the respective values will be reported on vesting in the respective Annual Report on Remuneration section. The LTIP in respect of the period 1 January to 31 December 2022 includes the 2020 LTIP awards. The 2020 LTIP award was earned but did not vest during 2022. For the purposes of valuation, the 2020 LTIP has been estimated based on a share price of £0.6850 (the average share price from 1 October to 31 December 2022). This estimate will be updated to reflect the actual valuation in next year’s report. The 2021 value has been updated to reflect the actual share price of £0.8010 at the time of vesting of David’s 2019 LTIP award, on 16 May 2022. 3 The estimate of value vesting under the 2020 LTIP shown in the 2022 column, represents vesting of 93% of maximum based on achievement of performance conditions. The share price used for this estimate of £0.6850 (being the average share price from 1 October 2022 to 31 December 2022) represents an increase of 30.7% when measured against the share price at the time of grant of £0.5242. 4 ‘Other’ relates to Buy-out awards negotiated as part of Andy Parsons’ joining and paid to him in 2021 and 2022. The 2021 value includes cash and shares released to him in 2021 together with the value of his Award III, which has the same performance conditions as the 2019 LTIP and which vested on 16 May 2022 for nil consideration at a market price of £0.8045. The 2022 value includes the 333,735 shares released to him on 31 March 2022, for nil consideration at a market price of £0.888114. 5. Mary Kerrigan was appointed as a Non-Executive Director of the Company with effect from 01 February 2022 and her remuneration for 2022 represents her fees from this date. 6. The taxable benefits for 2021 have been re-stated to include various business expenses primarily relating to entertainment to conform with the treatment adopted for 2022. David Richardson and Andy Parsons received a salary increase in 2022 of 2.0% and 1.9% respectively, increasing their salaries to £609,000 and £423,000 respectively. The salaries of the wider employee population were reviewed and increases were awarded selectively within a budget of 3.2%. Benefits and pension Benefits include an executive allowance for which the executives can purchase their own benefits, for example private medical cover. The Company also provides permanent health insurance, life assurance and biennial health screening benefits. The Executive Directors each received a cash payment in lieu of the Company pension of 10% of salary, in line with the contribution rate offered to the majority of the wider workforce. Non-Executive Directors’ fees The fees for the Non-Executive Directors in 2022 are as detailed in the table below. These remain unchanged from 2019 with the exception of the Board Chair fee which has reduced from £250,000 to £200,000: 2022 FIXED PAY (AUDITED) Base salaries
£’000
Fee
Board Chair
200
Basic fee
60 10 20 15
Additional fee for Senior Independent Director
Additional fee for Committee Chair, Risk and Audit Committees Additional fee for Committee Chair, all other Committees
The Board Chair receives a single, all-inclusive fee for the role.
104
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