RWS AR 23 Final Single pages - Flipbook - Page 89
ADVISORS TO THE COMMITTEE
•
Re昀氀ecting a desire to refocus the annual bonus performance metrics in FY24 and increase alignment with
shareholders, annual bonus potential for the CEO and
CFO will be reduced by 25%. Two thirds of the reduced
potential (i.e. 75% of salary for the CEO and 62.5% of
salary for CFO) will be based on sliding scale revenue,
pro昀椀t, personal and ESG-related targets as per the FY23
bonus and one third of the reduced potential (i.e. 37.5%
of salary for the CEO and 31.25% of salary for the CFO)
will be based on the achievement of key strategic targets. To the extent that these strategic targets are met
in full, this part of the bonus will be payable in shares,
the net of tax of which will need to be retained against
the shareholding guideline to the extent that they have
not been met at the time of award. In addition, any bonus award greater than 100% of salary will be deferred
into shares for three years as per our normal deferral
policy;
•
LTIP awards are expected to be granted during FY24
to the CEO and CFO over shares worth up to 200%
and 175% of salary respectively. Performance targets
will continue to be based on EPS and relative Total
Shareholder Return performance metrics albeit the
Committee intends to introduce a cash conversion
metric, with each metric weighted equally at a third of
the 2024 awards. Details of the performance metrics
and targets set by the Committee will be published
in due course. While the Board has made signi昀椀cant
progress in respect of delivering RWS’s ESG strategy, the
Committee will continue to keep the introduction of ESG
targets under review in respect of future LTIP awards;
•
Shareholding guidelines will continue to operate at 200%
of salary for the CEO and 175% of salary for the CFO.
FIT Remuneration Consultants LLP (“FIT”) was appointed
by the Remuneration Committee during FY21 and
continued to provide the Remuneration Committee with
independent advice as and when required in respect of
remuneration quantum and structure and developments
in governance and best practice more generally during
FY23. FIT is a member and signatory of the Remuneration
Consultants Group and voluntarily operates under the
Code of Conduct in relation to executive remuneration
consulting in the UK, details of which can be found at www.
remunerationconsultantsgroup.com. FIT provides no other
services to the Company.
PERFORMANCE AND REWARD FOR FY23
Following a review of performance in respect of the FY23
annual bonus, the Committee determined that the Group’s
pro昀椀t and revenue for the year ended 30 September 2023
were below threshold targets. As the threshold 昀椀nancial
performance with respect to group adjusted pro昀椀t was also
not achieved, neither Ian El-Mokadem or Candida Davies
were eligible to receive a bonus payment with respect to
personal and strategic targets. As a result, no bonuses are
payable for FY23 performance.
The Long Term Incentive Plan ("LTIP") awards granted
in January 2021 are expected to lapse in full in January
2024 as a result of threshold Earnings Per Share ('EPS')
and relative Total Shareholder Return ('TSR') targets not
being met (although neither of the Executive Directors
hold 2021 LTIPs since they were appointed after the grant
date). Details of the LTIP awards currently held by Ian ElMokadem and Candida Davies are set out in the Annual
Report on Remuneration.
IMPLEMENTING THE REMUNERATION
POLICY FOR FY24
In respect of the implementation of the Remuneration
Policy for the CEO and CFO in FY24 and noting market
headwinds experienced in FY23 and the outlook for FY24:
No changes were made to Non-executive Director fees,
which remain at £55,000 with additional fees of £10,000
payable for both the SID role and Chairing a committee.
From 2 October 2023: (i) Andrew Brode stepped down as
Chairman and was appointed a Non-executive Director
on a fee of £55,000; and (ii) Julie Southern was appointed
Chairman on a fee of £275,000.
•
No changes will be made to base salary levels for our
senior leadership team. Where salary increases are
awarded, these will be focused on our lowest paid
colleagues. As such, the CEO and CFO’s base salaries
will remain at £621,000 and £410,000 respectively;
As a Committee, we recognise the need to foster strong
relations with our shareholders and encourage open
dialogue. As such, the Chairman of the Remuneration
Committee is available for discourse with institutional
investors concerning the Company’s approach to
remuneration.
•
No changes have been made to bene昀椀ts or the
workforce aligned pension provision;
We look forward to receiving your support at our
forthcoming AGM.
Frances Earl | CHAIRMAN OF THE
REMUNERATION COMMITTEE
11 December 2023
GOVERNANCE REPORT
RWS Holdings plc — Annual Report 2023
89
