EasyJet 2013 Annual Report Download - page 82

easyJet plc Annual report and accounts 2013
80
What would the remuneration policy be if a new
Director was appointed?
Base salary levels will be set in accordance with
easyJet’s remuneration policy, taking into account
the experience and calibre of the individual (e.g.
typically up to median market levels but salaries
above or below this level may be set dependent
upon the level of the individual). Where it is
appropriate to offer a lower salary initially, a
series of increases to achieve the desired salary
positioning may be given over the following few
years subject to individual performance. Benefits
will be provided in line with those offered to other
employees, with relocation expenses/arrangements
provided for if necessary. easyJet may offer a cash
amount on recruitment, payment of which may be
staggered, to reflect the value of benefits a new
recruit may have received from a former employer.
Should it be appropriate to recruit a director from
overseas, flexibility is retained to provide benefits
that take account of those typically provided in their
country of residence (e.g. it may be appropriate to
provide benefits that are tailored to the unique
circumstances of such an appointment).
The maximum level of variable pay that may be
offered on an ongoing basis and the structure
of remuneration will be in accordance with the
approved policy detailed above (i.e. at an aggregate
maximum of up to 500% of salary (200% annual
bonus, 200% Performance Shares and 100%
Matching Shares under the LTIP), taking into account
annual and long-term variable pay). This limit does
not include the value of any buyout arrangements.
Different performance measures may be set initially
for the annual bonus, taking into account the
responsibilities of the individual, and the point in the
financial year that they joined. Any incentive offered
above this limit would be contingent on the Company
receiving shareholder approval for an amendment to its
approved policy at its next General Meeting.
The above policy applies to both an internal promotion
to the Board or an external hire.
In the case of an external hire, if it is necessary
to buy-out incentive pay or benefit arrangements
(which would be forfeited on leaving the previous
employer), this would be provided for taking into
account the form (cash or shares) and timing and
expected value (i.e. likelihood of meeting any existing
performance criteria) of the remuneration being
forfeited. Replacement share awards, if used, will
be granted using easyJet’s existing share plans to
the extent possible, although awards may also be
granted outside of these schemes if necessary
and as permitted under the Listing Rules.
In the case of an internal hire, any outstanding
variable pay awarded in relation to the previous
role will be allowed to pay out according to its
terms of grant (adjusted as relevant to take into
account the Board appointment).
On the appointment of a new Chairman or
Non-Executive Director, the fees will be set
taking into account the experience and calibre
of the individual. Where specific cash or share
arrangements are delivered to Non-Executive
Directors, these will not include share options
or other performance-related elements.
How are the Non-Executive Directors paid?
The Chairman, Deputy Chairman and Non-Executive
Directors receive an annual fee (paid in monthly
instalments). The fee for the Chairman is set by the
Remuneration Committee and the fees for the Non-
Executive Directors are approved by the Board, on the
recommendation of the Chairman and Chief Executive.
Element Purpose and link to strategy Operation (including maximum levels)
Fees To attract and retain a
high-calibre Chairman,
Deputy Chairman and
Non-Executive Directors
by offering market
competitive fee levels.
The Chairman is paid an all-inclusive fee for all Board responsibilities. The other
Non-Executive Directors receive a basic Board fee, with supplementary fees
payable for additional Board responsibilities.
The Non-Executive Directors do not participate in any of the Company’s
incentive arrangements.
The fee levels are reviewed on a periodic basis, and may be increased taking into
account factors such as the time commitment of the role and market levels in
companies of comparable size and complexity.
Flexibility is retained to go above the current fee levels if necessary to do so to
appoint a new Chairman or Non-Executive Director of an appropriate calibre.
No benefits or other remuneration are provided to Non-Executive Directors.
Fee levels for current incumbents for 2013/14 are as follows:
• Non-Executive Chairman: £300,000;
• Non-Executive Director Base Fee: £60,000;
• supplementary fee for Deputy Chairman and Senior Independent Director (SID)
role: £25,000; and
• supplementary fee for Chairmen of the Audit, Remuneration and Safety
Committees £15,000. Finance Committee Chairman £10,000.
Governance
Directors’ remuneration report continued