The Group's Remuneration Committee comprises:
- Michael Butler, Chairman of the Committee, Non-Executive Director
- Steve Coggins, Independent Non-Executive Director
- Peter Rae, Senior Independent Non-Executive Director
The Committee members are Independent Non-Executive Directors and have no personal or financial interests, other than as shareholders, in the matters considered by the Committee.
The Remuneration Committee operates within the remit delegated by the Board, which is set out in formal terms of reference. The remuneration of Non-Executive Directors is a matter for the Chairman and the Executive members of the Board. No Director or manager is involved in any decision regarding their own remuneration. A copy of the terms of reference can be accessed via the above link.
Neither the Executive Directors nor the Chairman attend other than by invitation of the Remuneration Committee and are not present at any discussion of their own remuneration.
The principal duties of the Remuneration Committee are to:
- recommend to the Board for approval overall Group remuneration policies, and the specific remuneration each year for all Directors and senior management, including bonuses, incentive payments and share options and awards;
- ensure Executive Directors and senior executive management are provided with appropriate incentives to encourage enhanced performance in a fair and reasonable manner;
- approve the design of, and determine targets for, any performance-related pay schemes;
- review the design of all share incentive plans for approval by the Board and, where appropriate, shareholders;
- determine whether awards will be made under any share incentive plans, including the size of the award and the performance targets to be used;
- determine the policy for pension arrangements for Executive Directors and senior executive management;
- ensure that contractual terms on termination and any payments made are fair, that failure is not rewarded and that the duty to mitigate loss is fully recognised<;/li>
- consider applicable legislation, regulation, best practice guidance and recommendations, and developments on remuneration policy and remuneration reporting;
- review remuneration trends at individual subsidiaries and the Group as a whole, and oversee any major changes in employee benefit structures across the Group;
- select and appoint any remuneration consultants to advise the Committee, if required; and
- review the Committee’s performance, constitution and terms of reference to ensure it operates effectively and to recommend any changes to the Board for approval.
The Committee Chairman reports formally to the Board on the Committee’s proceedings after each meeting; ensures that an annual report of the Group’s remuneration policy and practices is published in the Group’s Annual Report and Accounts; and ensures each year that the Remuneration Committee report, which contains the Directors’ remuneration, is put to shareholders for approval at the Annual General Meeting.
The Committee is authorised by the Board to seek any information it requires from any employee of the Group in order to perform its duties and to obtain external professional advice at the Group’s expense.
During 2016 the Remuneration Committee met six times. Matters dealt with by the Remuneration Committee included the:
- approval of the 2016 bonus awards and salary increases for the Executive Directors and certain senior managers;
- approval of the discretionary executive bonus scheme to take effect in the financial year 2017 for Executive Directors. For the 2017 financial year, the upper limits on bonuses were set at 75% of base salary for the Chief Executive and 50% for the Finance Director;
- approval of an award of options under the Performance Share Plan on 1 March 2017 for the Executive Directors and certain senior managers;
- approval of exercises of options over shares, and sales of shares, in respect of the Group's various incentive plans during the year;
- consideration of changes to pension regulations, in particular the impact of the introduction of tapered annual allowance;
- determination of the appropriate treatment of Performance Share Plan and Executive Share Ownership Plan awards held by participants who had left the Group;
- review of the outturn of the 2014 Performance Share Plan awards and the determination that no proportion of the awards had vested and therefore that the awards had lapsed;
- approval of a gift of shares by the Company’s employee benefit trust to recognise the exceptional performance of John Katnic, Vice President of Global Gaming, during the year ended 30 November 2016; and
- approval of changes to Synectics’ policy for the provision of company cars and cash alternatives and to Paul Webb’s remuneration to replace his entitlement to a company-supplied car with an annual allowance of £12,000.