Annual report and accounts 2023 - Flipbook - Page 109
Strategic Report
Corporate Governance
Accounts
Directors’ Remuneration Policy
This part of the report sets out the Company’s Directors’ Remuneration Policy (the “Policy”) which will be put to a shareholder vote at the 2023 AGM and, subject to shareholder
approval, will become effective for three years from the close of that meeting. The Policy for the executive directors has been determined by the Remuneration Committee.
Certain minor changes have been made to the Policy to create better alignment with UK corporate governance best practice. This includes changes to the pension provision
for new executive directors in order to align contribution levels with the wider workforce. Otherwise, the Policy remains broadly the same as that approved by shareholders
at the 2020 AGM.
Key changes to existing Policy
The table below highlights the key changes between the previously approved Remuneration Policy and the Policy being presented at the 2023 AGM.
Element
Proposed changes to current Policy
Pension
New executive directors joining the Company from 1 January 2023 will receive pension allowances in line with the contribution levels
available to the wider workforce.
Annual bonus
Increase in existing two-year deferral applied to any bonus paid from 20% to 25%. This change in deferral will apply to bonuses paid in
respect of the 2023/24 financial year and beyond.
Extension of malus and clawback triggers (see below).
Long-term incentive Plan (“LTIP”)
All LTIP awards granted after the 2023 AGM will be subject to a holding period of two years post vesting. Under the current Policy the post
vesting holding period of two years only applies where an individual’s shareholding is below 300% of salary.
Extension of malus and clawback triggers (see below).
In-position shareholding
requirement
For all new executive director appointments, the shareholding requirement will be set at 200% of salary (currently 150% of salary for
executive directors, excluding the CEO where the requirement is already 200%).
Post-employment
shareholding requirement
For all new executive director appointments, the post-employment shareholding requirement will be set at the lower of their shareholding
at their point of departure and their in-position shareholding requirement for a period of two years. Under the current Policy, the
requirement applies for a period of one year.
Malus and clawback
Malus and clawback triggers extended beyond the current misstatement and misconduct triggers to align with latest governance guidelines.
107
