27 Finsbury Food Group Annual Report & Accounts 2017
Directors’ Remuneration Report (unaudited)
Statement from the Chairman of the Remuneration Committee Dear Shareholder
I am pleased to present the Directors’ Remuneration Report for the year ended 1 July 2017.
The Remuneration Committee believes that the Directors’ Remuneration Policy remains appropriate and will continue to apply it in 2017-18. Accordingly, we have not included the Directors’ Remuneration Policy in this Report, however, a copy is available in our investor section of the website at
www.finsburyfoods.co.uk/investor-relations/annual-reports.
The Annual Report on Remuneration provides details of the amounts earned in respect of the year ended 1 July 2017 and how the Directors’ Remuneration Policy will be operated for the year commencing 2 July 2017.
Similar to last year and as a matter of best practice, the Annual Report on Remuneration has been prepared taking into account the remuneration reporting regulations applicable to fully listed companies in the UK.
Review of the 2016-17 Financial Year As described earlier in the Annual Report the Company has delivered a solid performance, with continued organic growth in 2016-17. Alongside this growth, our capital investment strategy, together with our continued efficiency programme has resulted in improved operating margins.
The 2016-17 annual bonus was subject to an EBITDA performance metric. The Company achieved £24.9 million EBITDA for 2016-17 which was above our forecast for the year. Consequently, this resulted in 87% of salary being earned as an annual bonus. In line with the Committee’s commitment to align Executives’ interests with those of shareholders, 50% of total bonuses earned in the year will be paid as cash and 50% in the form of shares, in order to develop further the shareholdings of the Executive Directors. Further details are set out on page 29. The current personal shareholdings of J G Duffy and S A Boyd equate to circa 7.5 and 4.6 times salary respectively.
A new long-term incentive plan was introduced in 2015 following discussions with shareholders. It was designed to motivate the senior management team over the longer term to deliver the Group’s strategy and to reward appropriately, reflecting the contribution to shareholder value creation. The first awards granted under the Company’s LTIP were made in 2015 and these vested in respect of performance in the three financial years to 1 July 2017. The awards vested at 97.45% of the maximum due to strong share price and EPS performance over the period. For continued alignment with shareholders, the vested awards are subject to a further two year holding period. Full details of the vested awards are provided on page 30.
Awards under the LTIP were made during the year in line with the Remuneration Policy and will vest based on relative Total Shareholder Return (TSR) performance and absolute EPS targets over the three year period to 2019. These awards are subject to a two year post vesting holding period.
The Committee remains committed to a responsible approach to executive pay and believes that salary increases above wider workforce increases will only be awarded in limited circumstances. S A Boyd and J G Duffy were both awarded a 1.8% salary increase which was in line with increases for the wider workforce.
Outlook for the 2017-18 Financial Year Details in relation to the application of the Directors’ Remuneration Policy in 2017-18 are set out on page 28.
Raymond Duignan Chairman of the Remuneration Committee
15 September 2017
Page 1 |
Page 2 |
Page 3 |
Page 4 |
Page 5 |
Page 6 |
Page 7 |
Page 8 |
Page 9 |
Page 10 |
Page 11 |
Page 12 |
Page 13 |
Page 14 |
Page 15 |
Page 16 |
Page 17 |
Page 18 |
Page 19 |
Page 20 |
Page 21 |
Page 22 |
Page 23 |
Page 24 |
Page 25 |
Page 26 |
Page 27 |
Page 28 |
Page 29 |
Page 30 |
Page 31 |
Page 32 |
Page 33 |
Page 34 |
Page 35 |
Page 36 |
Page 37 |
Page 38 |
Page 39 |
Page 40 |
Page 41 |
Page 42 |
Page 43 |
Page 44 |
Page 45 |
Page 46 |
Page 47 |
Page 48 |
Page 49 |
Page 50 |
Page 51 |
Page 52 |
Page 53 |
Page 54 |
Page 55 |
Page 56 |
Page 57 |
Page 58 |
Page 59 |
Page 60 |
Page 61 |
Page 62 |
Page 63 |
Page 64 |
Page 65 |
Page 66 |
Page 67 |
Page 68 |
Page 69 |
Page 70 |
Page 71 |
Page 72 |
Page 73 |
Page 74 |
Page 75 |
Page 76 |
Page 77 |
Page 78 |
Page 79 |
Page 80 |
Page 81 |
Page 82 |
Page 83 |
Page 84 |
Page 85 |
Page 86
