Peachtree 2012 Annual Report Download - page 70

Remuneration report continued
Fees of non-executive directors
The remuneration policy for non-executive directors is determined by the
Board (excluding the non-executive directors). The fees of the non-executive
directors are reviewed every two years, and will next be reviewed in 2013.
No changes to the fee levels and structure were made in 2012.
Non-executive director Fees
Basic fee £55,000
Chairman of the Audit Committee £17,000
Chairman of the Remuneration Committee £13,000
Senior Independent Director £10,000
Mr D H Brydon was appointed to the Board on 6 July 2012 and received
the same basic fee (pro-rata) as other non-executive directors until his
appointment as Chairman on 1 September 2012. The Chairman’s fees
have been set at £360,000 per annum and have been fixed for five years.
Non-executive directors are not entitled to participate in any bonus, long-term
incentive or pension schemes.
All-employee share schemes
UK based executive directors are entitled to participate in The Sage Group
Savings-Related Share Option Plan (the “SAYE Scheme”) which is an
all-employee plan. Mr G S Berruyer held units granted under the Sage Plan
d’Epargne d’Entreprise (“PEE”), which is an all-employee plan designed to
enable French employees to invest in shares in the Company at a discounted
price under terms comparable to those offered to UK employees under the
SAYE Scheme.
Directors’ shareholdings
The Committee believes that all executive directors should hold a substantial
number of shares in the Company. It is, therefore, its policy that all executive
directors over time hold shares equivalent in value to 150% of their annual
salary. In addition to the bonus deferral arrangements described above,
until the required holding is achieved, executive directors will be expected
to retain (net of any shares sold to meet the tax liability in respect of them)
at least 50% of:
shares received as deferred bonus;
shares resulting (net of exercise costs) from the exercise of share options
granted from December 2004 onwards; and
performance shares received under the PSP.
During the year we have extended these shareholding guidelines to key
management below the main board, to align further the interests of
management with those of shareholders.
The table below summarises the executive directors’ shareholdings as at
30 September 2012:
Executive director Total owned
Shareholding
requirements met?
G S Berruyer 663,360 Yes
P S Harrison 278,277 Yes
Service contracts
At every Annual General Meeting of the Company, every director shall retire
from office (but shall be eligible for election or re-election by the shareholders).
All executive directors have service contracts, which may be terminated by
the Company for breach by the executive or by giving 12 months’ notice.
There are no pre-determined special provisions for directors with regard to
compensation in the event of loss of office, with compensation based on what
would be earned by way of salary, pension entitlement and other benefits over
the notice period. In the event that a contract is to be terminated, payments
to the executive director may be staged over the notice period, the contract
terminated and payments made in lieu of notice at the same time as salary
would have been paid throughout the 12 months’ notice period. There is no
automatic entitlement to annual bonus or outstanding awards under share
incentive plans.
The appointment of the non-executives is for a fixed term of three years,
during which period the appointment may be terminated by the Board on
notice of six months, with the exception of Mr D H Brydon whose term is fixed
for five years subject to notice of termination of six months.
The letters of appointment of non-executive directors and service contracts
of executive directors are available for inspection at the Company’s registered
office during normal business hours and will be available at the Annual General
Meeting. Non-executive directors’ appointments may be terminated without
compensation other than in respect of fees during the notice period.
Details of the contract of service or contract for services of each person who
has served as a director of the Company at any time during the financial year
are set out below:
Director Date of contract
Unexpired term of contract
on 30 September 2012,
or on date of contract if later Notice period under contract
Executive directors
G S Berruyer 1 October 2010 12 months 12 months from the Company and/or individual
D H Clayton 25 July 2007 0 months 12 months from the Company and/or individual
P S Harrison 1 April 2000 12 months 12 months from the Company and/or individual
Non-executive directors
D H Brydon 6 July 2012 5 years 6 months from the Company and/or individual
A J Hobson 30 September 2010 0 months 12 months from the Company and/or individual
T Ingram 25 November 2010 1 year 6 months from the Company and/or 1 month from individual
R Markland 10 September 2012 3 years 6 months from the Company and/or 1 month from individual
I Mason 30 September 2010 1 year 6 months from the Company and/or 1 month from individual
M E Rolfe 25 November 2010 1 year 6 months from the Company and/or 1 month from individual
Notes:
• D H Clayton ceased to be a director on 29 February 2012 and his contract of employment ended on 30 June 2012.
• A J Hobson ceased to be a director on 1 September 2012 and his contract for services ended on 30 September 2012.
• There are no other benefits in the contracts relevant to termination payments.
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