National Grid 2015 Annual Report Download - page 77

NEDs’ fees
£’000
From
1 June 2015
From
1 June 2014 Increase
Chairman 495 490 1.0%
Senior Independent Director 22 22 0%
Board fee (UK-based) 64 62 3.2%
Board fee (US-based) 76 74 2.7%
Committee membership fee 9 9 0%
Chair Audit Committee 17 17 0%
Chair Remuneration Committee 17 17 0%
Chair (other Board committees) 12.5 12.5 0%
1. Committee chair fees are in addition to committee membership fees.
2. Therese Esperdy has been appointed as a Non-executive Director to the National Grid USA Board from 1 May 2015 with an annual fee of £25,000 in addition to her current NED fees.
Advisors to the Remuneration Committee
The Committee received advice during 2014/15 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 from 1 August 2013 following a competitive
tendering process.
Work undertaken by NBS 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are a member of the Remuneration Consultants Group and have signed up to that group’s Code of Conduct. 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 2015 the Committee paid a total of £88,890 to NBS, 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 LTPP (£18,750 paid in 2014/15);
• Linklaters LLP: advice relating to share schemes and to Directors’ service contracts as well as providing other legal advice to the
Company (£82,330 paid in 2014/15); and
• Towers Watson: advice relating to the benchmarking of the total reward packages for the Executive Directors and other senior
employees (£74,450 paid in 2014/15).
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 2013/14 Directors’ remuneration policy at 2014 AGM
For Against
Number of votes 2,223,573,203 85,131,5 52
Proportion of votes 96.31% 3.69%
1. The voting figures shown above refer to votes cast at the 2014 AGM and represent 61.76% of the Initial Share Capital (ISC) voted. In addition, shareholders holding 74 million shares abstained.
Voting on 2013/14 Annual Directors’ Remuneration Report at 2014 AGM
For Against
Number of votes 2,314,662,027 23,340,071
Proportion of votes 99.00% 1.00%
1. The voting figures shown above refer to votes cast at the 2014 AGM and represent 62.54% of the ISC voted. In addition, shareholders holding 45 million shares abstained.
Voting on amendments to rules of LTPP at 2014 AGM
For Against
Number of votes 2,256,939,935 85,466,726
Proportion of votes 96.35% 3.65%
1. The voting figures shown above refer to votes cast at the 2014 AGM and represent 62.66% of the ISC voted. In addition, shareholders holding 40 million shares abstained.
The Directors’ Remuneration Report has been approved by the Board and signed on its behalf by:
Jonathan Dawson
Chairman of the Remuneration Committee
20 May 2015
Corporate Governance
NATIONAL GRID ANNUAL REPORT AND ACCOUNTS 2014/15 75