Marks and Spencer 2015 Annual Report Download - page 58

Download and view the complete annual report

Please find page 58 of the 2015 Marks and Spencer annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 132

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132

56
MARKS AND SPENCER GROUP PLC
DIRECTORS’ REPORT: GOVERNANCE
REMUNERATION POLICY
CONTINUED
FIGURE 2: POLICY TABLE
Executive directors may be in receipt of
awards under share plans outside of the
current remuneration framework detailed
on pages 54 to 55; these may have been
awarded upon recruitment or prior to their
appointment as an executive director.
While awards under these plans do not
form part of an executive director’s annual
remuneration, for transparency, details of
the plans are set out in the table below.
EXPLANATORY NOTES
Laura Wade-Gery has unexercised RSP
awards which were made in connection
with her appointment to compensate her
for incentive awards that were forfeited on
cessation from her previous employer.
Steve Rowe has unexercised ESOS awards
which were made prior to his appointment
as executive director.
The Committee reserves the right to
make any remuneration payments
notwithstanding that they are not in line
with the policy set out above where
the terms of the payment were agreed
(i) before this policy was in force or (ii) at a
time when the relevant individual was not a
director of the Company and, in the opinion
of the Committee, the payment was not in
consideration of the individual becoming a
director of the Company.
For these purposes, payments include the
Committee satisfying awards of variable
remuneration and, in relation to an award
over shares, the terms of the payment are
agreed at the time the award is granted.
Awards granted under the PSP, DSBP and
RSP can be made in the form of conditional
share awards, forfeitable shares, options
or rights with the same economic e ect.
In addition, awards may be settled in cash.
Awards may incorporate the right to receive
(in cash or shares) the value of dividends,
including any dividend tax credit, between
grant and vesting on the shares that vest.
This amount may be calculated on
a cumulative basis, assuming the
reinvestment of dividends into shares.
In the event of a variation of the Company’s
share capital or a demerger, special dividend
or other event which in the Committee’s
opinion may a ect the price of shares, the
Committee may alter the terms of awards
and the number of shares subject to them.
The terms of awards may be amended in
accordance with the relevant plan rules
(which in the case of the PSP and the
ESOS were approved by shareholders
on 13 July 2005).
Any performance conditions applicable to
PSP and ESOS awards may be amended by
the Committee if an event occurs which
causes it to consider that the performance
condition would not achieve its original
purpose and the amended performance
condition is, in the opinion of the
Committee, no less difficult to satisfy
but for the event in question.
Element PURPOSE AND
LINK TO STRATEGY
OPERATION MAXIMUM
OPPORTUNITY
PERFORMANCE
CONDITIONS
Restricted
Share Plan
(RSP)
Executive
Share
Option
Scheme
(ESOS)
> Restricted awards may be granted for the
recruitment of directors.
> Awards vest after a restricted period, which
can vary by award but is typically between
one and three years.
> Malus provisions, good leaver and change of
control provisions apply (see page 58).
> The value of any dividends during the
restricted period will be payable (see
explanatory notes below).
> Approved by shareholders and HMRC in
2005, the Committee may choose to award
share options to directors if appropriate.
> Malus provisions, good leaver and change of
control provisions apply (see page 58).
> Options are normally exercised between
the third and tenth anniversaries of
grant, subject to the achievement of
any performance conditions set by the
Committee.
> Whilst there is no
maximum set in the
rules, the Committee
considers the scale
and structure
of awards on an
individual basis.
> Awards are capped
at 250% of salary in
respect of any fi nancial
year of the Company
but in recruitment
circumstances awards
may be granted up to a
higher limit of 400% of
salary.
> The Committee may
choose to apply no
formal performance
conditions save for
continued service.
> Awards vest subject
to at least three-
year predetermined
performance
conditions.
To enable the
recruitment of key
directors who are
necessary to the delivery
of business strategy.
Measured against
the key drivers of our
business pl an to deliver
sustainable value
creation.
To encourage long-term
shareholding to retain
directors, and provide
greater alignment with
shareholders’ interests.
EXECUTIVE DIRECTORS’ REMUNERATION POLICY CONTINUED