EasyJet 2015 Annual Report Download - page 75

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Strategic report Governance Accounts
71
www.easyJet.com
Element Purpose and link to strategy Operation (including maximum levels where applicable)
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 Committee responsibilities.
The Chairman and Non-Executive Directors do not participate in any of the
Company’s incentive arrangements.
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 exceed current fee levels if it is necessary to do so
in order to appoint a new Chairman or Non-Executive Director of an
appropriate calibre.
Necessary expenses incurred undertaking Company business will be
reimbursed so that the Chairman and Non-Executive Directors are not
worse off, on a net of tax basis, for fulfilling Company duties.
No other benefits or remuneration are provided to the Chairman or
Non-Executive Directors.
Fee levels for current incumbents for the 2016 financial year 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 Chair of the Audit, Remuneration and Safety
Committees: £15,000, and Finance Committee Chair: £10,000.
ANNUAL REPORT ON REMUNERATION
Who is on the Company’s Remuneration Committee?
As at 30 September 2015, the members of the Committee were:
Charles Gurassa (Chair), François Rubichon and John Browett.
David Bennett stepped down from the Committee on 1 October
2014 and Professor Rigas Doganis stepped down from the
Committee on 1 December 2014 following their retirement from
the Board. The responsibilities of the Committee are set out in
the Corporate Governance section of the Annual Report on
page 53.
The Chief Executive attends meetings by invitation and assists
the Committee in its deliberations as appropriate. The
Committee also receives assistance from the Group People
Director and the Group Head of Reward. The Group Company
Secretary acts as secretary to the Committee. No Directors are
involved in deciding their own remuneration.
The Remuneration Committee is advised by Hewitt New
Bridge Street (HNBS), (an AON company). A sister company
in the AON Group also provides pension and flexible benefits
administration services to the company. HNBS was appointed
by the Committee in 2004. HNBS advises the Committee on
developments in executive pay and on the operation of easyJet’s
incentive plans. Total fees paid to HNBS in respect of services to
the Committee during the 2015 financial year were £133,000.
HNBS is a signatory to the Remuneration Consultants’ Group
Code of Conduct. The Committee has reviewed the operating
processes in place at HNBS and is satisfied that the advice it
receives is independent and objective.
How has the new CFO’s package been set?
Andrew Findlay’s package is in line with that applicable to the
previous CFO, and is in line with our policy, other than salary on
appointment which has been set at £425,000 (with the previous
CFO’s salary set at £430,800 at the time of his departure).
In addition, certain performance related buy-out arrangements
have been agreed to compensate Andrew Findlay for bonus and
long-term incentive awards forfeited from his previous employer.
The approach to the buy-out is in line with the Company’s policy
on buy-out arrangements (and the expectations of institutional
investors where a buy-out takes place). The payment was
performance related in that it has been calculated so as to
replicate the likely value and time horizons associated with
the awards at the previous employer.
The buy-out comprised:
1. A cash payment of equivalent value to the bonus he would
have been eligible to receive from his previous employer in
relation to the year of his departure. The payment was
performance related in that the amount of the bonus was
determined based on his former company’s reported
disclosures of how the company performed against its bonus
targets. The cash payment, amounting to £311,837, was paid in
October 2015. The Committee was comfortable with providing
this form and level of compensation since it replicated the
amount of value forfeit in connection with joining easyJet.