Consideration by the Directors of Matters Relating to Directors’ Remuneration The Remuneration Committee comprises R Duignan (Chairman) and E J Beale. The Company Secretary attends the meeting as secretary to the Committee. The Committee’s responsibilities are:
• Maintaining the remuneration policy; • Reviewing the remuneration packages of the Executive Directors; • Monitoring the level and structure of the remuneration of Senior Management; and • Production of the Annual Report on Directors’ remuneration.
The Chief Executive Officer and Group Finance Director occasionally attend meetings and provide information and support as requested. Neither Executive Director is present when his remuneration package is considered.
Advisors
During the financial year the Committee received advice from Deloitte LLP. The Committee is satisfied that the advice received is independent and objective. Deloitte is a founding member of the Remuneration Consultants Group and voluntarily operates under the Code of Conduct in relation to executive remuneration consulting in the UK.
Implementation of Directors’ Remuneration Policy for the Financial Year commencing 28 June 2015 Information on how the Company intends to implement the Directors’ Remuneration Policy for the financial year commencing on 28 June 2015 is set out below.
Salaries/fees Salaries for the Executive Directors and fees for the Non-Executive Directors will be reviewed in October and will be disclosed in the Remuneration Report next year although the Committee does not anticipate making salary increases greater than the awards being made to the wider workforce. The provision of benefits will remain unchanged.
Annual Bonus For the financial year commencing 28 June 2015 the annual bonus opportunity for the Executive Directors will continue to be 100% of salary subject to the achievement of stretching EBITDA performance targets with payment made 50% in cash and 50% in shares.
Long-term Incentives For the year commencing 28 June 2015 the Executive Directors will receive LTIP awards of 200% of base salary.
It is the intention that these awards will be subject to the same performance metrics as the LTIP awards made during the financial year 2014-15. Awards will also be subject to a further two year holding period at the end of the performance period.
Approval This report was approved by the Board on 18 September 2015 and signed on its behalf by:
Raymond Duignan Chairman of the Remuneration Committee
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