RWS Annual Report 2022 web - Flipbook - Page 87
SUMMARY OF DIRECTORS’ REMUNERATION POLICY
Component
Purpose and Link to
Strategy
Operation
Maximum
Performance
Base Salary
To provide a competitive base
salary to attract, motivate
and retain directors with the
experience and capabilities to
achieve the strategic aims.
Reviewed annually after considering
pay levels at comparably sized listed
companies and sector peers; the
performance, role and responsibility of
each director; the economic climate,
market conditions and the Company’s
performance; and the level of pay across
the Group as a whole.
n/a
n/a
Benefits
To provide a marketcompetitive benefits package.
Offered in line with market practice, and
may include a car allowance, private
medical, income protection and death in
service insurance.
n/a
n/a
Pension
To provide an appropriate level
of retirement benefit.
Workforce aligned pension provision.
5% of base salary
Not applicable
Annual
Bonus
To reward performance
against annual targets which
support the strategic direction
of Group.
Awards are based on annual
performance and are normally payable
in cash up to 100% of salary. Bonuses in
excess of 100% of salary will be deferred
into shares for three years.
150% of salary
Sliding scale
financial and/or
personal/ESG/
strategic targets
LTIP
To drive and reward the
achievement of longer-term
objectives, support retention
and promote share ownership
for Executive Directors.
Conditional shares and/or nil cost or
nominal cost share options. Vesting is
normally subject to the achievement of
challenging performance conditions,
normally over a period of three years.
Dividend equivalents may be awarded to
the extent awards vest. Awards may be
subject to malus/clawback provisions at
the discretion of the Committee.
200% of salary
Performance
metrics will
be linked to
financial and/
or share price
and/or strategic
and/or ESG
performance
Shareholding
Guidelines
To promote share ownership
for Executive Directors.
Executive directors are expected to build
a shareholding in the Group over time
by retaining the net of tax proceeds of
LTIP awards which vest.
200% of salary for
the CEO, 175% of
salary for the CFO
Not applicable
NonExecutive
Directors
The Committee determines
the chairman’s fee and fees
for the non-executive directors
are agreed by the chairman
and chief executive.
Fees are reviewed annually taking into
account the level of responsibility and
relevant experience. Fees may include a
basic fee and additional fees for further
responsibilities. Fees are paid in cash.
n/a
n/a
SERVICE CONTRACTS
The non-executive directors do not have service contracts. Their appointments will continue unless and until terminated
by either party giving not less than 30 days’ notice.
The service contract of the chairman continues unless and until terminated by either party giving at least six months’
notice while the service contract of the CEO and CFO continues unless and until terminated by either the individual
or the Company giving at least 12 months' notice. Whilst legacy RWS service contracts entitled leavers to a pro-rated
annual bonus award, the CEO and CFO’s service contracts contain best practice, market aligned, good leaver provisions
in respect of annual bonus and LTIP awards. The date of the Chairman’s service contract is 30 October 2003, and the
service contract of Ian El-Mokadem and Candy Davies are dated 28 June 2021 and 4 July 2022 respectively.
GOVERNANCE REPORT RWS — Annual Report 2022
87
