Peachtree 2013 Annual Report Download - page 79

Alignment with strategy/purpose Operation Maximum opportunity Performance measures
Performance share plan
Motivates and rewards the
achievement of long-term
business goals.
Supports the creation of
shareholder value through
the delivery of strong market
performance aligned with
the long-term business strategy.
Supports achievement
of our strategy by targeting
performance under our key
financial performance indicators
of organic revenue growth and
EPS growth.
Contingent awards of shares are made annually
with vesting dependent upon the achievement
of performance conditions over three years.
The Remuneration Committee has discretion to
decide whether and to what extent targets have
been met, and if an exceptional event occurs that
causes the Committee to consider that the targets
are no longer appropriate, the Committee may
adjust them.
Awards may also be adjusted in the event
of a variation of 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.
Awards vest on the following basis:
– Target performance: 20% of the
maximum shares awarded;
– Stretch performance: 80% of the
maximum shares awarded; and
– Exceptional performance: 100% of the
shares awarded.
With straight-line vesting between each
level of performance.
Current annual award levels for executive
directors are 250% of base salary at the
time of grant.
Overall individual limit of 300% of base
salary under the rules of the plan.
The Committee retains the discretion to make
awards up to the individual limit under the plan
and, as stated in previous Remuneration
reports, would expect to consult with significant
investors if awards were to be made routinely
above current levels, as the Committee did
prior to increasing award levels for 2013.
Performance is assessed
against three independently
measured metrics which are
equally weighted:
– 1/3 organic revenue growth
with a margin underpin;
– 1/3 EPS growth; and
– 1/3 relative TSR performance
against the FTSE 100
(excluding financial services
and extracting companies).
The measures and targets are
set by the Committee. Details
of the targets that will apply for
2014 are set out in the Directors’
annual remuneration report.
Targets will be set out in the
Directors’ annual remuneration
report of the relevant year.
All-employee share plans
Provides an opportunity for
directors to voluntarily invest
in the Company.
UK-based Executive Directors are entitled to
participate in a UK tax approved all-employee plan,
The Sage Group Savings-Related Share Option
Plan under which they make monthly savings over
a period of three or five years linked to the grant
of an option over Sage shares with an option price
which can be at a discount of up to 20% of the
market value of shares on grant.
Options may be adjusted to reflect the impact
of any variation of share capital.
Participation limits are those set by
the UK tax authorities from time to time.
Currently this is £250 per month.
None.
Chairman and non-executive
director fees
Provide an appropriate
reward to attract and retain
high-calibre individuals.
Non-executive directors
do not participate in any
incentive scheme.
Fees are reviewed periodically.
The fee structure is as follows:
– The Chairman is paid a single, consolidated fee;
– The non-executive directors are paid
a basic fee, plus additional fees for chairmanship
of Board Committees and to the Senior
Independent Director;
– Fees are currently paid in cash but the
Company may choose to provide some
of the fees in shares; and
– The Chairman has use of a car and driver.
non-executive directors may be eligible
to benefits such as company car, use
of secretarial support, healthcare or other
benefits that may be appropriate.
Set at a level which:
– Reflects the commitment and contribution
that is expected from the Chairman and
non-executive directors; and
– Is appropriately positioned against
comparable roles in companies of a similar
size and complexity in the relevant market,
particularly companies of a similar size and
international scope to Sage, in particular
those within the FTSE 100, (excluding the
top 30).
The Chairman fee has been set at £360,000
and fixed at this level for five years from the
date of appointment (July 2012).
Overall fees paid to directors will remain within
the limit stated in our articles of association,
currently £1m.
Actual fee levels are disclosed in the
Directors’ annual remuneration report for
the relevant financialyear.
None.
Note:
– Performance share plan: organic revenue growth and EPS are key measures of the success of the execution of our long-term strategy. TSR is considered a key measure
for a number of our shareholders and provides further alignment with value created for shareholders.
77The Sage Group plc | Annual Report & Accounts 2013
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