Peachtree 2015 Annual Report Download - page 94

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Consideration by the directors of maers relating to directors’ remuneration
– The following directors were members of the Remuneration Commiee when maers relating to the directors’ remuneration for the year were
being considered:
The Commiee received assistance from Sandra Campopiano (Chief People Officer), Richard Drury (former Group Human Resources Director),
Tina Clayton(EVP Reward & Recognition)and Michael Robinson (Company Secretary) and other members of management, who may aend
meetings by invitation, except when maers relating to their own remuneration are being discussed.
– Ruth Markland (Chair to 5 December 2014) – Drummond Hall (Chair from 5 December 2014)
– Donald Brydon – Jonathan Howell
– Neil Berke – Inna Kuznetsova
Activities of the Remuneration Commiee (“the Commiee”)
The main activities of the Commiee since the last report were as follows:
– Reviewed the remuneration policy in light of the strategy outlined at our Capital Markets Day, and consulted with shareholders on the alignment
of the remuneration policy to business strategy
– Reviewed the performance of the Group for the year, and the performance of the executive directors in order to determine bonus outcomes
– Approved share awards for FY15
– Set base salaries and established the executive directors’ bonus arrangements for 2016
– Reviewed the Directors’ Remuneration Report
– Considered remuneration market trends and corporate governance developments
– Approved the base salaries for 2016 and the 2015 bonuses of Executive Commiee members
– Reviewed the long-term performance of the Group over the last three years in order to determine vesting levels for the PSP granted in March 2013
External advisers
The Remuneration Commiee continues to receive advice from Deloie, an independent firm of remuneration consultants appointed by the
Commiee aer consultation with the Board. During the year, Deloie’s executive compensation advisory practice advised the Commiee
on developments in market practice, corporate governance, institutional investor views and in the development of the Company’s incentive
arrangements. Total fees for advice provided to the Commiee during the year were £96,700.
The Commiee is satisfied that the advice they have received has been objective and independent.
Deloie is a founding member of the Remuneration Consultants Group and adheres to its Code in relation to executive remuneration consulting
in the UK. Other parts of Deloie have provided tax advice, specific corporate finance support in the context of merger and acquisition activity
and unrelated corporate advisory services in line with our Auditor Independence Policy referred to on page 72.
Statement of shareholding voting
The table below sets out the results of the vote on the Remuneration report and the approval of the new Performance Share Plan at the 2015 AGM:
Votes for Votes against
Number %Number %Votes cast Votes withheld
Remuneration report 723,023,096 95.53 33,853,496 4.47 756,877,402 56,862,108
Performance Share Plan FY15 763,336,800 93.85 50,041,186 6.15 813,377,986 361,524
Drummond Hall
Chairman of the Remuneration Commiee
2 December 2015
Directors’ remuneration report continued
Directors’ annual remuneration report continued
The Sage Group plc | Annual Report & Accounts 2015
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