Annual report and accounts 2023 - Flipbook - Page 106
A.G. BARR p.l.c. Annual Report and Accounts 2023
Directors’ Remuneration Report continued
The Remuneration Committee
The following directors were members of the Remuneration Committee during the year: D.J. Ritchie (Chair), S.V. Barratt and Z.L. Howorth.
M. Allen, in his role as Chair, is invited to attend the Remuneration Committee meetings on some occasions and to provide guidance on behalf of the Board as required.
During the year, the Remuneration Committee received advice from R.A. White (CEO) in respect of the remuneration of the other executive directors, who was not in
attendance when his own remuneration was being discussed. The Remuneration Committee received assistance from J.A. Barr (Company Secretary), who acts as secretary
to the Remuneration Committee, and from other members of management, who may attend meetings by invitation, except when matters relating to their own remuneration
are being discussed.
The Remuneration Committee meets at least twice a year and is responsible for determining, within agreed terms of reference, all aspects of the remuneration of the
executive directors, the Executive Committee and such other members of senior management as it is designated to consider. The Remuneration Committee reviews the
remuneration trends, pay levels and employment conditions across the Group. The Remuneration Committee is also responsible for determining the remuneration of the
Chair of the Company.
The Remuneration Committee recognises the importance of culture and effective employee engagement in the creation of a good workplace. Workforce engagement
sessions are held during the year, led by the Board’s designated workforce engagement director. The topic regarding how executive directors’ remuneration aligns with wider
Company pay policy – in terms of governance, structure and quantum – is included as a specific discussion item at workforce engagement sessions at least once per annum;
during the year this topic was discussed at the workforce engagement session held in November 2022. The Board receives regular updates on workforce engagement
throughout the year. Further information on employee engagement is included in the Corporate Governance Report on pages 78 and 79.
The Remuneration Committee carried out an externally facilitated review of its performance and effectiveness during the year. This review included a detailed and
comprehensive evaluation of the performance and effectiveness of the Remuneration Committee using written survey questionnaires, which were completed by members
of the Remuneration Committee and the Company Secretary. The results of the evaluation were shared with the Remuneration Committee. Overall, the review found that the
Remuneration Committee was functioning in an effective manner and performing satisfactorily, with no major issues identified.
Key activities in the year
The Remuneration Committee met four times during the financial year. Key activities are shown below:
• Undertook a review of the existing Remuneration Policy at the required three-year point, assessed the appropriateness of the Policy and agreed to recommend proposed
changes to the Policy to shareholders for approval at the 2023 AGM;
• Consulted with major shareholders in relation to the proposed changes to the Remuneration Policy and considered feedback received in response thereto;
• Undertook a review of the existing LTIP rules, assessed the appropriateness of the rules and agreed to recommend updated LTIP rules to shareholders for approval at the
2023 AGM;
• Consulted and engaged with relevant shareholders who were unable to support the resolution to approve the Directors’ Remuneration Report put to shareholders at the
2022 AGM to understand their views;
• Reviewed remuneration trends, pay levels and employment conditions across the Company;
• Reviewed and set annual salaries for the executive directors, divisional directors and Executive Committee consistent with the wider workforce;
• Set targets for the annual bonus for the executive directors, divisional directors and the Executive Committee;
• Reviewed and approved the grant of LTIP awards to the executive directors and the divisional directors;
• Set targets for the LTIP for the executive directors and a divisional director;
• Considered performance measures for the LTIP awards to be granted in the following year;
• Reviewed and approved a proposal in principle to introduce LTIP awards for level 1 employees with effect from 2023;
• Reviewed and set annual fees for the Chair of the Company;
• Reviewed achievement against targets set and determined the appropriate level of pay-out for the annual bonus for the executive directors, divisional directors and the
Executive Committee in the context of wider business performance;
• Reviewed achievement against targets set and determined the appropriate level of pay-out for the LTIP for the executive directors in the context of wider business
performance;
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