Approach to Recruitment Remuneration The Policy aims to facilitate the appointment of individuals of sufficient calibre to lead the business and execute the strategy effectively for the benefit of shareholders. When considering the remuneration package of a potential new Executive Director, the Committee would seek to apply the following principles;
• The Committee will ensure that the package is sufficient to attract, motivate and retain the appropriate individual, having regard to the skills, experience, capability and ambition required while ensuring that the long-term interests of the Company and its shareholders are taken into account and without paying more than is appropriate.
• The Committee will typically seek to align the remuneration package with the Company’s Remuneration Policy (as set out in the Policy table). In all circumstances, the maximum level of variable remuneration that may be granted to a new Executive excluding ‘buyout’ awards referred to below is 300% of salary. The Committee will ensure that awards within this limit are linked to the achievement of stretching performance measures in line with the Policy maximums under each plan.
• In some circumstances, the Committee may make payments or awards to recognise or ‘buyout’ remuneration packages forfeited on leaving a previous employer. In doing so, it will take into account all relevant factors including the form of awards, expected value and vesting timeframe of forfeited opportunities. When determining such ‘buyout’ arrangements, the Committee’s intention would be that awards would generally be on a ‘like-for-like’ basis as those forfeited. The Committee does not intend to use this discretion to make a non-performance related incentive payment (for example a “golden hello”).
• Where a position is filled internally, any ongoing remuneration obligations or outstanding variable pay elements shall be allowed to continue, according to the original terms.
The remuneration package for a newly appointed Chairman or Non-Executive Director will normally be in line with the structure set out in the Non-Executive Directors’ Remuneration Policy table on the previous page.
Service Contracts Each of the Executive Directors has a service contract with the Company. The notice period of Executive Directors’ service will not exceed 12 months.
All Non-Executive Directors have Letters of Appointment the terms of which recognise that their appointments are subject to the Company’s Articles of Association.
All Non-Executive Directors submit themselves for election at the AGM following their appointment. Directors retire by rotation at each AGM in accordance with the Company’s Articles of Association.
Details of the Directors’ service contracts, notice periods and, where applicable, expiry dates are set out below: Name
Commencement
J G Duffy S A Boyd P Baker
E J Beale
R Duignan P Monk
30 September 2009 18 January 2010 1 July 2014
29 August 2002 15 July 2013
4 December 2002 Expiry
Indefinite Indefinite
Initial term of three years until 1 July 2017 but subject to Articles of Association
Notice period
12 months 12 months 3 months
Subject to Articles of Association Unspecified Subject to Articles of Association 3 months Subject to Articles of Association Unspecified
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