New 2022 remuneration policy was approved at the AGM on 10 May 2022. The tables below summarise the main elements of the remuneration packages of the Executive Directors.
New 2022 remuneration policy was approved at the AGM on 10 May 2022. The tables below summarise the main elements of the remuneration packages of the Executive Directors.
Salary (fixed pay) |
|
| Link to strategy | Pay a fair salary commensurate with the individual’s role, responsibilities and experience and having regard to market rates for similar roles in comparable companies. |
| Operation | The Committee reviews base salaries annually with changes effective from 1 January. This review takes into account practices elsewhere in the Group. Salary is pensionable. |
| Opportunity | There is no prescribed maximum salary or maximum rate of increase. The Committee takes into consideration the general increase for the broad employee population but on occasion may recognise changes in responsibility, development in the role or specific retention issues. |
| Changes | No material changes. |
Retirement benefits (fixed pay) |
|
| Link to strategy | Provide competitive pension arrangements to aid recruitment/retention of senior executives. |
| Operation | The Group pays a pension allowance or contributes to a pension scheme for Executive Directors. The Group’s legacy defined benefit scheme has been closed to new members since 2002 and the pensionable salary frozen in 2010. Pension contributions for new appointments will be kept under review in line with developing market practice. |
| Opportunity | Company contribution of up to 18% of base salary or equivalent cash allowance in lieu (inclusive of employer’s national insurance contribution) are currently paid |
| Changes | CEO pension contribution reduced from 25% to 18% in 2022, then 8% in 2023 |
Other benefits (fixed pay) |
|
| Link to strategy | Provide cost effective benefits to aid recruitment and retention of senior executives and to support the wellbeing of employees. |
| Operation | Benefits include, car allowance or Company car, private medical insurance, permanent health insurance and any other such benefits as the Committee considers appropriate. |
| Opportunity | The benefits are not subject to a specific cap but represent a small element of total remuneration. Costs to provide these benefits are closely monitored. |
| Change | No material changes. |
Annual bonus (variable pay) |
|
| Link to strategy | Incentivise performance over a 12 month period based on financial targets and individual performance objectives agreed by the Remuneration Committee. |
| Operation | The bonus is paid in cash based on the audited financial results and the Committee’s assessment of delivery against personal objectives. Bonus awards are subject to malus and clawback provisions for two years following the award. |
| Opportunity | Maximum bonus potential capped at 100% of basic salary. The Annual bonus is not pensionable. |
| Performance measure | Performance measures may be financial or non-financial and corporate, divisional or individual and in such proportions as the Committee considers appropriate. The annual bonus plan remains a discretionary arrangement and the Committee retains a standard power to apply judgement to adjust the outcome of the plan for any performance measure (from zero to any cap) should it consider that to be appropriate |
| Changes | % bonus increased to 100% of basic salary, with 25% of this deferred in shares for two years |
Long term incentive (variable pay) |
|
| Link to strategy | Incentivise delivery of strategic targets and sustained performance over the long-term. |
| Operation | Conditional awards over shares may be granted each year, which can be earned subject to delivery of performance goals. The Committee will set such performance conditions on PSP awards as it considers appropriate (whether financial or non-financial and corporate, divisional or individual). These conditions are for a fixed 3 year period with no re-testing. Executive Directors are expected to build up a prescribed level of shareholding equivalent to 100% of base salary. If the prescribed shareholding has not been reached, Executive Directors will be expected to retain a proportion of the shares vesting under the Company’s PSP until the guideline is met. LTIP awards are subject to malus and clawback provisions for 3 years following vesting. |
| Opportunity | Awards are capped at 100% of base salary in normal circumstances (200% in exceptional circumstances). |
| Performance measure | Conditional awards will vest based on three-year performance against challenging financial and other targets set and assessed by the Committee in its discretion. |
| Changes | No material changes |
Provisions are in place for both the Annual bonus and the LTIP arrangement to operate malus and/or clawback in certain exceptional circumstances, including the material misstatement of the Company’s results (annual bonus and LTIP), if the assessment of performance on which vesting is based was based on an error (LTIP only) or circumstances which would warrant the summary dismissal of the individual, whether or not the Company has chosen to do so.
There is a periodic employee survey and the Board receives a regular presentation from the Director of Human Resources, which includes consideration of the Group’s remuneration policies. As a result, the Remuneration Committee has not conducted a specific employee consultation exercise on the Directors’ remuneration policy. While appropriate benchmarks vary by role, the Company seeks to apply the philosophy behind this policy across the Group as a whole. Where the Company’s pay policy for Directors differs from its pay policies for Groups of employees, this reflects the appropriate market rate position and/or typical practice for the relevant roles. The Committee takes into account pay levels, bonus opportunity and share awards across the Group when setting the Remuneration Policy
The Committee considers shareholder feedback received as part of any dialogue with shareholders via the Chairman, executive management or the Company’s brokers. Where necessary the Remuneration Committee Chair will engage pro-actively with shareholders such as in advance of proposed awards under the Performance Share Plan.
The Remuneration Committee will follow the above policy when setting remuneration for a new Executive Director. Base salary will be set at a competitive level appropriate for the role and experience of the Director being appointed. In the case of an external appointment, the Committee may consider it appropriate to recognise awards or benefits that will or may be forfeited on resignation from the previous appointment. This may be cash and/or share awards but the maximum payment will be no more than the Committee considers is required to provide reasonable compensation. If the Director is required to relocate then reasonable relocation, travel and subsistence payments will be provided at the discretion of the Committee and for a period of no more than two years following appointment.
Executive service contracts have a standard notice period of 12 months. The Committee reserves flexibility to alter these principles to secure the appointment of an appropriate candidate and if appropriate introduce a longer initial notice period, of up to two years, reducing over time.
Executive Directors may accept appointments outside the Company provided the Board’s permission is obtained, however the Board may require the fees from these appointments to be accounted for to the Company. Neither P.D. Atkinson, J. Love nor I. Gray currently hold any external appointments. Chairman and Non-executive Director appointments are made using letters of appointment for periods not exceeding three years subject to re-election at the AGM and contain notice periods of six months and three months respectively.
Executive directors |
Contract commencement date |
Notice period |
| P.D. Atkinson | 6 October 2003 | 12 months |
| I. Gray | 19 November 2020 | 12 months |
Non-executive Directors |
Letter of appointment commencement date |
Notice period |
| A. Gulvanessian | 1 October 2022 | 6 months |
| R. McLellan | 5 March 2021 | 3 months |
| J.W.F. Baird | 8 January 2021 | 3 months |
| L. Whyte | 1 October 2022 | 3 months |
Chairman |
|
| Link to strategy | To attract and retain a high-calibre Board Chairman by offering a market competitive fee level. |
| Operation | The Board Chairman is paid a single fee for all his responsibilities. The level of fee is reviewed periodically by the Remuneration Committee with reference to other comparable companies. |
| Opportunity | The current fee is £80,000 and is subject to periodic change under this policy. There is no maximum fee level. |
Non-executive Directors |
|
| Link to strategy | To attract and retain high-calibre Non-executive Directors by offering a market competitive fee level. |
| Operation | Non-executive Directors are paid a basic fee. Committee Chairs may be paid a supplement to reflect additional responsibilities. Fee levels are reviewed periodically by the Chairman and the Executive Directors with reference to other comparable companies |
| Opportunity | The current fee is £36,210 and is subject to periodic change under this policy. There are currently no supplementary fees paid and there is no maximum fee level. Illustration of the application of the remuneration policy |
The Committee’s policy for an Executive Director whose employment is to be terminated is to agree a termination payment based on the value of base salary, contractual pension contributions and other benefits that would have accrued during the contractual notice period unless there has been a breach of the service agreement by the Director.
The policy is that the departing Director may work or be placed on garden leave for all or part of their notice period or receive payment in lieu of notice in accordance with the service agreement. The Committee supports the principle of mitigation and phased payments relative to any settlement and will take legal advice in relation to any settlements to be proposed. Share-based entitlements for Executive Directors will be determined based on the relevant plan rules. The Company has the power to enter into settlement agreements with Directors and to pay compensation to settle potential legal claims. This policy does not include an explicit cap on the cost of termination payments.
The Committee has discretion, consistent with market practice, including the terms and the termination of any contract, in relation to the operation and administration of share plans. Any use of these discretions would be explained in the Director’s Remuneration Report and if appropriate be the subject of consultation with major shareholders. The Committee may make minor amendments to the policy set out above without obtaining shareholder approval.
