Peachtree 2013 Annual Report Download - page 78

Directors’ remuneration report continued
Directors’ remuneration policy report
Notes:
– Benefits: Currently, the CEO is the only Executive Director who receives a housing allowance.
– Annual bonus performance measures have been selected to provide an appropriate balance between incentivising directors to meet profitability and other financial targets
for the year and achieve strategic operational objectives. The measures and targets are selected every year by the Committee.
– There are no specific provisions to withhold or recover sums paid under short and long term incentives.
– While our remuneration policy follows the same principles across the Group, packages offered to employees reflect differences in market practice in the different countries
the Group operates in and also differences in size of role.
Alignment with strategy/purpose Operation Maximum opportunity Performance measures
Base salary
Supports the recruitment and
retention of executive directors
of the calibre required to deliver
the Group’s strategy.
Rewards executives for the
performance of their role.
Set at a level that allows fully
flexible operation of our variable
pay plans.
Normally reviewed annually, any increases generally
apply from January.
When determining base salary levels, consideration
is given to the following:
– Pay increases for other employees in major
operating businesses of the Group;
– The individual’s skills and responsibilities;
– Pay at companies of a similar size and
international scope to Sage, in particular those
within the FTSE 100 (excluding the top 30); and
– Corporate and individual performance.
Ordinarily, salary increases will be in line with
increases awarded to other employees in
major operating businesses of the Group.
However, increases may be made above this
level at the Committee’s discretion to take
account of individual circumstances such as:
– Increase in scope and responsibility;
– Increase to reflect the individual’s
development and performance in role
(e.g. for a new appointment where base
salary may be increased over time rather
than set directly at the level of the previous
incumbent or market level); and
– Alignment to market level.
None, although overall
performance of the individual
is considered by the Committee
when setting and reviewing
salaries annually.
Pension
Provide a competitive post-
retirement benefit, in a way
that manages the overall cost
to the Company.
Defined contribution plan (with Company
contributions set as a percentage of
base salary).
An individual may elect to receive some or all
of their pension contribution as a cash allowance.
25% of base salary for all executive
directors. No element other than base
salary is pensionable.
None.
Benefits
Provide a competitive and
cost-effective benefits package
to executives to assist them
to carry out their duties effectively.
The Group provides a range of benefits which may
include a car benefit (or cash equivalent), private
medical insurance, permanent health insurance,
life assurance and financial advice.
Additional benefits may be also be provided
in certain circumstances which may include
relocation expenses, housing allowance and school
fees. Other benefits may be offered if considered
appropriate and reasonable by the Committee.
Set at a level which the Remuneration
Committee considers:
– Appropriately positioned against
comparable roles in companies of
a similar size and complexity in the
relevant market; and
– Provides a sufficient level of benefit
based on the role and individual
circumstances, such as relocation.
None.
Annual bonus
Rewards and incentivises the
achievement of annual financial
and strategic targets.
An element of compulsory
deferral until shareholding guideline
is met, providing a link to the
creation of sustainable long-term
value creation.
Measures and targets are set annually
and payout levels are determined by the
Remuneration Committee after the year end
based on performance against those targets.
The Remuneration Committee may, in exceptional
circumstances, amend the bonus payout should
this not, in the view of the Committee, reflect overall
business performance or individual contribution.
The annual bonus is delivered in cash. Executives
must defer 20% of their bonus into shares until the
shareholding guidelines have been met. Deferred
shares normally vest after three years and may
be adjusted to reflect the impact of any variation
of share capital, in accordance with the plan rules.
On the vesting of awards, executives receive an
amount (in cash or shares) equal to the dividends
paid or payable between the date of grant and
the vesting of the award on the number of shares
which have vested.
For maximum performance:
– 125% of salary.
For on-target performance
– 75% of salary.
For threshold performance
– 15% of salary.
Performance is assessed using
the following metrics:
– 80% of the award is based
on financial measures; and
– 20% of the award is based
on strategic measures.
The measures and targets
are set by the Committee each
year. The measures that will
apply for the financial year 2014
are described in the Directors’
annual remuneration report.
Measures for following years
will be summarised in the
Directors’ annual remuneration
report of the relevant year.
The table below sets out the remuneration policy that we intend to apply, subject to shareholder approval, from 6 March 2014 (the date of the AGM).
The Committee reserves the right to make any remuneration payments and payments for loss of office, notwithstanding that they are not in line with the
policy set out below, where the terms of the payment were agreed (i) before the policy came into effect 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 for the individual becoming a director of the
Company. For these purposes “payments” includes 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.
Remuneration policy table
76 The Sage Group plc | Annual Report & Accounts 2013