RWS AR 23 Final Single pages - Flipbook - Page 91
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
Bene昀椀ts
To provide market-competitive
bene昀椀ts package.
O昀昀ered 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 bene昀椀t.
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. Bonus in
excess of 100% of salary will be deferred
into shares for three years.
150% of salary for
the CEO
Sliding scale
昀椀nancial and/or
personal/ESG/
strategic targets
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 for
the CEO
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 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 Executive
Directors.
Fees are reviewed annually taking into
account the level of responsibility,
relevant experience. Fees may include a
basic fee and additional fees for further
responsibilities. Fees are paid in cash.
n/a
n/a
LTIP
125% of salary for
the CFO
175% of salary for
the CFO
Performance
metrics will
be linked to
昀椀nancial and/
or share price
and/or strategic
and/or ESG
performance
SERVICE CONTRACTS
The Chairman and 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 and 6 months’ notice in respect of the
Chairman.
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. The dates
of the service contracts of Ian El-Mokadem and Candida
Davies are 28 June 2021 and 4 July 2022 respectively.
GOVERNANCE REPORT
RWS Holdings plc — Annual Report 2023
91
