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FINANCIAL STATEMENTS OUR BUSINESSOUR PERFORMANCEGOVERNANCE
71
ANNUAL REPORT AND FINANCIAL STATEMENTS 2016
The Committee has not explicitly
considered the independence of the advice
it receives, although it regularly refl ects on
the quality and objectivity of this advice.
The Committee is satisfi ed that any
confl icts are appropriately managed.
PwC were appointed by the Committee as
its independent advisors in 2014 following
a rigorous and competitive tender process.
PwC provides independent commentary
on matters under consideration by the
Committee and updates on legislative
requirements, best practice and market
practice. PwC’s fees are typically charged
on an hourly basis with costs for work
agreed in advance. During the year,
PwC charged £94,366 for Remuneration
Committee matters. PwC has provided tax,
consultancy and risk consulting services to
the Group in the fi nancial year.
The Committee also seeks internal
support from the CEO, Group Secretary,
Director of Human Resources and
Head of Reward & Global Mobility as
necessary. All may attend the Committee
meetings by invitation but are not present
for any discussions that relate directly to
their own remuneration.
The Committee also reviews external
survey and bespoke benchmarking
data including that published by
New Bridge Street (the trading name
of Aon Hewitt Limited), KPMG, PwC and
Willis Towers Watson.
REMUNERATION COMMITTEE
STAKEHOLDER ENGAGEMENT
The Committee is committed to ensuring
that executive pay remains competitive,
appropriate and fair in the context of the
external market, Company performance
and the pay arrangements of the wider
workforce. In collaboration with the
Head of Reward & Global Mobility, the
Committee gives employees, through
employee representatives, the opportunity
to raise questions or concerns regarding
the remuneration of the executive
directors. During the year, employee
representatives were given the opportunity
to discuss in detail the directors’ pay
arrangements. Details of the directors’
pay arrangements were discussed in the
context of the reward framework for the
rest of the organisation and external
factors; no concerns were raised.
SHAREHOLDER CONSULTATION
The Committee is committed to a
continuous, open and transparent dialogue
with shareholders on the issue of executive
remuneration. The Committee was
represented at the Company’s annual
Governance Event, held in June 2015, at
which major institutional investors and
representative bodies were provided
with the opportunity to review and
debate remuneration with the
Committee Chairman Vindi Banga.
SHAREHOLDER SUPPORT
FOR THE 2014/15 DIRECTORS’
REMUNERATION REPORT
At the Annual General Meeting on
7 July 2015, 99.07% of shareholders voted
in favour of approving the Directors’
Remuneration Report for 2014/15. The
Committee believes this illustrates the
strong level of shareholder support for
the senior remuneration framework.
The table below shows full details of
the voting outcomes for the 2014/15
Directors’ Remuneration Report and
Remuneration Policy.
FIGURE 32: VOTING OUTCOMES FOR 2014/15 REMUNERATION REPORT
Votes for % Votes for Votes against % Votes against Votes withheld
Remuneration Report 999,791,106 99.07 9,400,794 0.93 14,741,053
Replacement PSP 993,189,266 97.97 20,572,593 2.03 10,042,615
Replacement ESOS 978,771,734 95.94 41,398,007 4.06 3,810,085
FIGURE 33: VOTING OUTCOMES FOR REMUNERATION POLICY (2013/14)
Votes for % Votes for Votes against % Votes against Votes withheld
Remuneration Policy 1,012,469,256 98.27 17,840,854 1.73 9,040,797
APPROVED BY THE BOARD
Vindi Banga Chairman of the Remuneration Committee
London, 24 May 2016
This remuneration policy and these remuneration reports have been prepared in accordance with the relevant provision of the Companies Act 2006 and
on the basis prescribed in the large and medium-sized Companies and Groups (Accounts and Reports) (Amendments) Regulations 2013 (‘the Regulations’).
Where required, data has been audited by Deloitte and this is indicated appropriately.
REMUNERATION COMMITTEE CONTINUED