Non-executive Director remuneration policy
Fees
A Committee of the Board comprising the Chairman and Executive Directors sets the remuneration of non-executive Directors. The fees paid are set at a level to attract individuals with the necessary experience and ability to make a significant contribution to the Group’s activities, while also reflecting the time commitment and responsibility of the role. Each non-executive Director currently receives an annual fee of £67,000. Steven McTiernan receives an additional annual fee of £15,000 to reflect his responsibilities as Senior Independent Director. David Bamford and David Williams each receive an additional annual fee of £15,000 and £20,000 respectively, to reflect their responsibilities as Chairman of the Remuneration and Audit Committees. Each non-executive Director is also entitled to reimbursement of necessary travel and other expenses.
Non-executive Directors do not participate in any share scheme or annual bonus scheme and are not eligible to join the Group’s Pension Schemes. The Remuneration Committee, with the Chairman absenting himself from discussions, sets the remuneration of the Chairman, whose annual fee is currently £300,000.
Non-executive Director fee structure
| 2011 | 2012 | ||
|---|---|---|---|
| Chairman fee | £220,000 | £300,000 | |
| Non-executive Director base fee | £63,000 | £67,000 | |
|
Additional fees for |
Senior Independent Director | £14,000 | £15,000 |
| Audit Committee Chair | £14,000 | £20,000 | |
| Remuneration Committee Chair | £14,000 | £15,000 | |
Terms of appointment
| Non-executive Director | Year appointed Director | Number of complete years on the Board | Date of current engagement letter | Expiry of current term |
|---|---|---|---|---|
| Simon Thompson | 2011 | 0 | 16.12.11 | 31.12.14 |
| Steven McTiernan | 2002 | 10 | 28.02.12 | 31.12.12 |
| David Bamford | 2004 | 7 | 30.06.10 | 30.06.13 |
| David Williams | 2006 | 5 | 08.12.09 | 31.05.12 |
| Ann Grant | 2008 | 3 | 19.04.11 | 14.05.14 |
| Tutu Agyare | 2010 | 1 | 24.08.10 | 24.08.13 |
In each case, the appointment is renewable thereafter if agreed by the Director and the Board. The appointments for each of the non-executive Directors may be terminated by either party on three months’ notice. There are no arrangements under which any non-executive Director is entitled to receive compensation upon the early termination of his or her appointment.
