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Strategic Report Corporate Governance Financial Statements Additional Information
Performance measures for LTPP to be awarded in 2014
Andrew
Bonfield
Steve
Holliday
Tom
King
John
Pettigrew
Threshold –
20% vesting
Maximum –
100% vesting
Group RoE 50% 50% 25% 25% 11.0% 12.5%
UK RoE 25%
Allowed return plus
1 percentage point
Allowed return plus
3.5 percentage points
US RoE 25%
90% of
allowed return
105% of
allowed return
Value growth 50% 50% 50% 50% 10.0% 12.0%
NEDs’ fees from 2014 £’000
From
1 June 2014
From
1 June 2013 Increase
Chairman 490 475 3.2%
Senior Independent Director 22 20 10.0%
Board fee (UK-based) 62 60 3.3%
Board fee (US-based) 74 72 2.8%
Committee membership fee 9812.5%
Chair Audit Committee 17 15 13.3%
Chair Remuneration Committee 17 12.5 36.0%
Chair (other Board committees) 12.5 12.5 0%
1. Committee chair fees are in addition to the committee membership fee.
Advisors to the Remuneration Committee
The Committee received advice until 31 July 2013 from independent remuneration consultants Towers Watson. From 1August 2013 the
Committee received advice from independent remuneration consultants New Bridge Street (NBS), a trading name of Aon Hewitt Ltd
(part of Aon plc). NBS were selected as advisors by the Committee following a competitive tendering process.
Work undertaken by these advisors included updating the Committee on trends in compensation and governance matters and advising
the Committee in connection with benchmarking of the total reward packages for the Executive Directors and other senior employees.
NBS and Towers Watson are members of the Remuneration Consultants Group and have signed up to that group’s Code of Conduct.
Towers Watson also provides general remuneration, pension and benefits advice and services to the Company. The Committee is
satisfied that any potential conflicts were appropriately managed. NBS does not provide any other advice or services to the Company.
Inthe year to 31 March 2014 the Committee paid a total of £262,000 to NBS and Towers Watson, with fees being charged on a time
incurred basis.
The Committee also received specialist advice from the following organisations:
• Alithos Limited: provision of TSR calculations for the PSP and LTPP (£25,000 paid in 2013/14);
• Linklaters LLP: advice relating to share schemes and to Directors’ service contracts as well as providing other legal advice to the
Company (£26,000 paid in 2013/14); and
• KPMG LLP: advice relating to pension matters (£72,000 paid in 2013/14).
The Committee reviews the objectivity and independence of the advice it receives from its advisors each year. It is satisfied that they all
provided credible and professional advice.
The Committee considers the views of the Chairman on the performance and remuneration of the CEO; and of the CEO on the
performance and remuneration of the other members of the Executive Committee. The Committee is also supported by the Group
General Counsel & Company Secretary who acts as Secretary to the Committee, the Group HR Director, theGlobal Head of Reward
and the Global Head of Pensions. No other advisors have provided significant services to the Committee inthe year.
Voting on 2012/13 Remuneration Report at 2013 AGM
For Against
Number of votes 2,201m 20m
Proportion of votes 99.1% 0.9%
1. The voting figures shown above refer to votes cast at the 2013 AGM. In addition, shareholders holding 147m shares abstained.
The Remuneration Report has been approved by the Board and signed on its behalf by:
Jonathan Dawson
Chairman of the Remuneration Committee
18 May 2014
73