RWS Annual Report 2022 web - Flipbook - Page 85
COMMITTEE RESPONSIBILITIES
PERFORMANCE AND REWARD FOR FY22
The Remuneration Committee is primarily responsible
for reviewing the performance of the Executive Directors
and determining their terms and conditions of service
and their remuneration. The Committee also determines
the remuneration of the Chairman and the members of
the Executive Team. The Committee meets at least once
a year. In FY22, it met three times.
Following a review of performance in respect of the
FY22 annual bonus, the Committee determined that
the Group’s profit and revenue for the year ended 30
September 2022 were below threshold targets. After
assessing performance against the personal and strategic
targets, this resulted in a bonus of 23% of the maximum
for Ian El-Mokadem and a bonus of 17% of the maximum
for Des Glass (albeit pro-rated to his April leaving date) in
line with his legacy contractual commitments. Rod Day
was not eligible for an annual bonus as he is employed on
an interim fixed-term contract.
ACTIVITIES DURING THE YEAR:
•
Reviewed the FY21 Directors’ Remuneration Report
prior to its approval by the Board.
•
Reviewed performance against the FY21 annual bonus
plan targets and resulting awards and agreed the
metrics and targets for the FY22 bonus plan.
•
Reviewed and set targets for the FY22 LTIP awards and
for legacy ESOP awards.
•
Reviewed and approved updated terms of reference for
the Remuneration Committee.
•
Agreed the remuneration arrangements in respect of:
(i) Des Glass stepping down from the Board as CFO
in April 2022; (ii) Rod Day’s appointment as Deputy
Interim CFO from 10 January 2022 and subsequently
Interim CFO effective 8 April 2022; and (iii) Candy
Davies, who joined as CFO from 3 October 2022.
Further details are set out in the Annual Report
Remuneration section of this report.
•
Reviewed the annual fees for the Chairman.
In respect of the vesting of outstanding share awards,
two thirds of the ESOP awards granted in May 2019 vested
in May 2022, and two thirds of the ESOP awards granted
in January 2020 will vest in January 2023. Details of the
ESOP awards held by Des Glass (Ian El-Mokadem does not
hold any ESOP awards) are set out in the Annual Report
on Remuneration. No share awards were exercised by
Executive Directors and therefore no gains were made
on the exercise of share awards in the year ended 30
September 2022.
IMPLEMENTING THE REMUNERATION
POLICY FOR FY23
In respect of the implementation of the Remuneration
Policy for FY23:
•
The CEO’s base salary was increased by 3.5% from 1
October 2022 to £621,000. This was lower than the 3.7%
increase awarded to the general UK workforce. The
new CFO was appointed on a salary of £410,000 from 1
October 2022 which is broadly aligned to the salary of
the previous CFO had he remained in post and received
an increase from 1 October 2022. No changes were
made to the Interim CFO’s remuneration arrangements;
•
No changes were made to benefits or the workforce
aligned pension provision;
•
Annual bonus will continue to be capped at 150% of base
salary for the CEO and 125% of salary for the CFO with
the majority based on sliding scale financial targets and
a minority based on personal, strategic and ESG-related
targets. Any bonus award greater than 100% of salary
will normally be deferred into shares for three years;
•
LTIP awards are expected to be granted during FY23
to the CEO and CFO over shares up to 200% and
175% of salary respectively. Performance targets will
continue to be based on financial metrics (e.g. EPS
growth and relative Total Shareholder Return). Details
of the performance targets set by the Committee will
be published in the RNS immediately after grant. While
the Board has made significant progress on RWS’s ESG
proposition, the Committee will keep the introduction
of ESG targets under review in respect of future LTIP
awards.
ADVISORS TO THE COMMITTEE
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 FY22. 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.
GOVERNANCE REPORT RWS — Annual Report 2022
85
