Annual report and accounts 2023 - Flipbook - Page 119
Strategic Report
Corporate Governance
Accounts
months employed during the year may be transferred to the subsequent year so that reward is provided on a fair and appropriate basis. The Remuneration Committee will
ensure that any such awards are linked to the achievement of appropriate and challenging performance targets and will be forfeited if performance or continued employment
conditions are not achieved. The Remuneration Committee may also alter the performance measures, performance period and vesting period of the bonus and/or LTIP
award, if the Remuneration Committee determines that the circumstances of the recruitment merit such alteration. The rationale would be clearly explained in the Directors’
Remuneration Report following grant. The individual will move over time onto a remuneration package that is consistent with the normal maximum annual bonus and LTIP
award opportunities set out in the Policy table.
The Remuneration Committee retains discretion to include other remuneration components or awards which are outside the specific terms of the Policy (but subject to the
limit on variable remuneration) to facilitate the hiring of candidates of an appropriate calibre, where the Remuneration Committee believes there is a need to do so in the best
interests of the Company. The Remuneration Committee would ensure that awards within the 325% of salary variable remuneration limit are linked to the achievement of
appropriate and challenging performance measures. The Remuneration Committee will not use this discretion to make a non-performance related incentive payment (for
example a “golden hello”).
In some circumstances, the Remuneration Committee may make payments or awards to recognise or “buy-out” remuneration arrangements forfeited on leaving a previous
employer. The Remuneration Committee will normally aim to do so broadly on a like-for-like basis, taking into account a number of relevant factors regarding the forfeited
arrangements, which may include the form of award, any performance conditions attached to the awards and the time at which they would have vested. These payments or
awards are excluded from the maximum level of variable remuneration referred to above, however the Remuneration Committee’s intention is that the value awarded would
be no higher than the expected value of the forfeited arrangements. Where considered appropriate, such payments or awards will be liable to “malus” and/or “clawback” on
early departure.
Any share awards referred to in this section will be granted as far as possible under the Company’s existing share plans. If necessary, and subject to the limits referred to above,
recruitment awards may be granted outside of these plans as currently permitted under the Listing Rules which allow for the grant of awards to facilitate, in exceptional
circumstances, the recruitment of an executive director.
Where a position is fulfilled internally, any ongoing remuneration obligations or outstanding variable pay elements shall be allowed to continue according to the original
terms.
Where necessary, the Company will pay appropriate relocation, travel and subsistence costs. The Remuneration Committee will seek to ensure that no more is paid than
is necessary.
Fees payable to a newly appointed Chair or non-executive director will be in line with the fee policy in place at the time of appointment.
Illustrations of application of Remuneration Policy
The charts below set out an illustration of the Policy for 2023/24 in line with the Policy above and include base salary, pension, benefits and incentives. The charts provide an
illustration of the proportion of total remuneration made up of each component of the Policy and the value of each component.
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