Peachtree 2015 Annual Report Download - page 81

Alignment with strategy/purpose Operation Maximum opportunity Performance measures
Chairman and non-executive
director fees
Provide an appropriate
reward to aract 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 Commiees 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
The Chairman has the use of a car and driver.
Non-executive directors may be eligible for
benefits such as company car, use of secretarial
support, healthcare or other benefits that
may be appropriate including where travel to
the Company’s registered office is recognised
as a taxable benefit in which case a non-
executive may receive the grossed-up costs
of travel as a benefit.
Set at a level which:
– Reflects the commitment and
contribution that is expected
from the Chairman and
non-executive directors
– 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)
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.
Notes:
– 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 Commiee.
– Performance Share Plan: recurring revenue growth is a key measure 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.
– Awards granted under the deferred bonus plan and the PSP may:
(a) be made in the form of conditional awards or nil-cost options and may be seled in cash;
(b) incorporate the right to receive an amount (in cash or shares) equal to the dividends which would have been paid or payable on the shares that vest in the period up to
vesting (or, where PSP awards are made subject to a holding period, the end of the holding period). This amount may be calculated assuming the dividends were reinvested
in the Company’s shares on a cumulative basis; and
(c) be adjusted in the event of any variation of the Company’s share capital, demerger, delisting, special dividend, rights issue or other event which may, in the opinion of the
Remuneration Commiee, affect the current or future value of the Company’s shares.
– Provisions to withhold (malus) or recover (clawback) sums paid under the annual bonus and PSP in the event of material negative circumstances, such as material misstatement
in the Company’s audited results, serious reputational damage or significant financial loss to theCompany (as a result of the participant’s misconduct), an error in assessing the
performance metrics relating to the award or the participant’s gross misconduct, will beincorporated into both the PSP and deferred bonus plan the Company intends to adopt
in 2016.These provisions may apply up to three years from the date a PSP award vests/is released or a minimum of two years from the date a cash bonus is paid or a deferred
share award is granted.Details of the proposed implementation of those provisions in the forthcoming year are set out in the Directors’ annual remuneration report.
– 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.
– All directors submit themselves for re-election annually.
– The Remuneration Commiee intends to honour any commitments entered into with current or former Directors on their original terms, including outstanding incentive
awards, which have been disclosed in previous remuneration reports and, where relevant, are consistent with a previous policy approved by shareholders. Any such payments
to former directors will be set out in the Remuneration Report as and when they occur.
– The Remuneration Commiee reserves the right to make any remuneration payments and payments for loss of office (including exercising any discretions available to it in
connection with such payments) notwithstanding that they are not in line with the policy set out above where the terms of the payment were agreed; (i) before the date the
Company’s first remuneration policy approved by shareholders in accordance with section 439A of the Companies Act came into effect; (ii) before the policy set out above
came into effect, provided that the terms of the payment were consistent with the shareholder-approved remuneration policy in force at the time they were agreed; or (iii)
at a time when the relevant individual was not a director of the Company and, in the opinion of the Remuneration Commiee, the payment was not in consideration for the
individual becoming a director of the Company. For these purposes “payments” includes the Remuneration Commiee 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.
– The Remuneration Commiee may make minor amendments to the policy (for regulatory, exchange control, tax or administrative purposes or to take account of a change
in legislation) without obtaining shareholder approval for that amendment.
The Sage Group plc | Annual Report & Accounts 2015 79
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT