Peachtree 2012 Annual Report Download - page 67

Download and view the complete annual report

Please find page 67 of the 2012 Peachtree 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 136

  • 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
  • 133
  • 134
  • 135
  • 136

Remuneration report
This report sets out the remuneration policy and remuneration details of the
executive and non-executive directors of the Company. The report has been
prepared in accordance with Schedule 8 of The Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008 and also
meets the requirements of the Listing Rules of the UK Listing Authority.
Composition and terms of reference of the
Remuneration Committee
The Remuneration Committee consists of non-executive directors considered
by the Board to be independent, and the Chairman.
The current members of the Remuneration Committee are Ms R Markland
(Chair), Ms T Ingram, Mr I Mason, Mr M E Rolfe and Mr D H Brydon.
Mr A J Hobson was a member of the Committee during the year until
1 September 2012 when he ceased to be a director. All current members
of the Committee have been members throughout the year except for
Mr D H Brydon who was appointed on 6 July 2012 and succeeded
Mr A J Hobson as Company Chairman on 1 September 2012.
The Committee advises the Board on remuneration policy, and defines
remuneration packages for executive directors, the Chairman and other
members of senior management. The Committee’s terms of reference
are reviewed every year and are available on request from the Company
Secretary and on the Company’s website at www.sage.com.
Advisers to the Remuneration Committee
The Remuneration Committee continues to receive advice from Deloitte, an
independent firm of remuneration consultants appointed by the Committee
after consultation with the Board. During the year, Deloitte’s executive
compensation advisory practice advised the Committee on developments
in market practice, corporate governance and institutional investor views and
in the development of the Company’s incentive arrangements. Deloitte is a
founding member of the Remuneration Consultants Group and adheres to
its Code in relation to executive remuneration consulting in the UK. During
the year, the wider Deloitte business provided limited tax advice, specific
corporate finance support in the context of merger and acquisition activity
and unrelated corporate advisory services.
The Committee receives assistance from Ms K Geary (Group Human
Resources Director), Ms R Fyffe (Director of Performance and Reward) and
Mr M J Robinson (Company Secretary) and other members of management,
who may attend meetings by invitation, except when matters relating to their
own remuneration are being discussed. The Company Chairman does not
participate in discussions relating to his own remuneration. The Committee
met eight times during the year. Attendance is detailed on page 54.
Remuneration policy
The Remuneration Committee, in setting remuneration policy, recognises the
need to be competitive in an international market. The Committee’s policy is to
set remuneration levels which ensure that the executive directors are fairly and
responsibly rewarded in line with high levels of performance. Remuneration
policy is designed to support key business strategies and to create a strong,
performance orientated environment. At the same time, the policy must attract,
motivate and retain talent. In setting remuneration levels for the executive
directors, the Committee takes account of the remuneration policy and
practice applicable to other Group employees, by receiving information on
bonus levels and base salary reviews for other managers around the Group.
The Remuneration Committee considers that a successful remuneration policy
must ensure that a significant part of the remuneration package is linked to
the achievement of stretching corporate performance targets and a strong
alignment of interest with shareholders.
The chart below illustrates the anticipated mix between each element of pay
for executive directors under Sage’s remuneration policy from 2013.
Reflecting our pay for performance policy, bonus and share awards are linked
to performance conditions with pre-determined thresholds. No payment
is made below threshold levels of performance and over 70% of total
compensation value is delivered through performance-related incentives
at stretch levels of performance.
Salary
Annual bonus (including any deferred amounts)
Long-term incentives
Below threshold
Target
Stretch
Exceptional
Overview
Performance
GovernanceFinancial statements
65
The Sage Group plc | Annual Report & Accounts 2012