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Remuneration Policy Review
Under the Shareholders' Rights
Directive, which was transposed into
Irish Law in March 2020, Kingspan is
obliged to submit its remuneration
policy to shareholders for a nonbinding advisory vote at least every
four years. In light of the proposed
changes to the policy approved in
2019, a new policy will be brought to
shareholders at the 2022 AGM.
As an Irish company, the UK
Companies (Miscellaneous
Reporting) Regulations 2018 are not
directly applicable, but Kingspan
follows these requirements as a
matter of best practice unless they
conflict with Irish or other legal
requirements, or there are other
reasons where it is considered not
practicable to do so.
The following section sets out the
remuneration policy to be proposed
at the 2022 AGM, as well as the
key changes where relevant. The
design of the policy is guided by the
following overarching principles:
g Pay for performance ensuring
that variable remuneration is
only paid for strong performance
and maximum payouts will only
be realised for truly exceptional
performance.
g Simplicity so that executives and
shareholders can understand our
pay arrangements without overly
complex rules.
g Transparency so that it is
objectively transparent with
high levels of disclosure in the
Annual Report.
g Alignment with shareholders by
delivering a significant proportion
of remuneration through equity,
and by setting executive share
ownership guidelines.
In addition, the committee also considered the key parameters set out by the
UK Code, which we believe our principles are broadly aligned to:
Matters
Explanation
Clarity
The policy is clear, uncomplicated and well understood by
the executive directors. It is based on measures aligned
to strategy.
Simplicity
Aligned with our existing principle of simplicity, with clear
and focused incentive plans that do not incorporate
excessive measures.
Risk
The policy is designed to discourage inappropriate risk
taking and to ensure that it is not rewarded. This is
achieved by balance between short-term and long-term
incentive plans and the introduction of non-financial
metrics, with recovery provisions and the ability of the
committee to utilise discretion to adjust formulaic
outcomes.
Predictability
Incentive plans are subject to established limits, with
objective targets and straight line vesting dictating
pay-outs.
Proportionality
Aligned with our principle of pay-for-performance, so
that any pay is fully proportional to performance and
stakeholder experience.
Alignment
to culture
Our high performance culture is designed to drive
superior returns for shareholders, whilst the introduction
of sustainability measures embeds our Planet Passionate
goals throughout the business.
Total Pay
over 5 Years
Year 1
Year 2
Year 3
Year 4
Year 5
Salary
Fixed Pay
Benefits,
Pension
Annual Bonus
(Malus and clawback
provisions apply)
Up to
100% of
salary in
cash
Excess bonus in shares
Two year deferral
period
No further
performance
conditions
Two-year post-vesting
holding period
No further
performance
conditions
LTIP
(Malus and clawback
provisions apply)
Three-year performance period
Shareholding
Requirement
(Not a monetary
requirement)
Executive directors’ minimum shareholding requirement
Kingspan Group plc Annual Report & Financial Statements 2021
Report of the Remuneration Committee
