Element of remuneration Purpose and link to strategy
Long-term incentive plan (‘LTIP’)
To create alignment between the interests of Executive Directors and shareholders through the delivery of rewards in Company shares.
Operation
The Company has adopted a new LTIP and future awards will be made under this plan.
Awards can be made over conditional shares, nil cost options and/or market value share options (or a cash equivalent).
Vesting will be subject to the achievement of specified performance conditions over three years. The Committee may also require awards to be subject to an additional two year holding period from the end of the performance period.
Awards may include dividend equivalents earned between the grant and vesting date.
Awards may be subject to malus provisions at the discretion of the Committee.
Bonuses (linked to the acquisition or sale of Group Companies).
To reward the growth in business as a result of the active exploration of merger and acquisition opportunities.
The Executive Directors are eligible to receive bonuses in recognition of their role in growing the business through mergers and acquisitions.
Bonuses are paid in cash or shares.
There is no maximum opportunity. However the Committee will determine an appropriate bonus taking into account a number of factors including:
• The costs saved as a result of the Company executing the work
• The size of the transaction
• The contribution of the relevant Executive Director in the transaction
• Remuneration already earned by the Director in respect of his Executive duties
Determined on a case-by-case basis depending upon the specific circumstances of the transaction.
Maximum opportunity Performance measures
Normally up to 200% of base salary in respect of a financial year. In exceptional circumstances awards may exceed this.
Relevant performance measures are set that reflect longer term strategy and business performance.
Performance measures and their weighting where there is more than one measure are reviewed annually to maintain appropriateness and relevance.
For 2015-16, 50% of the awards will be subject to EPS growth and 50% subject to relative TSR performance against the FTSE SmallCap Index.
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