Annual Report and Accounts 2012 - Scapa

Directors’ Remuneration Report
This report has been prepared in accordance with the Directors’ Remuneration Report Regulations 2008, although the Regulations do
not strictly apply to an AIM listed company. A resolution to approve the report will be proposed at the Annual General Meeting 2012.
The parts of the report which are subject to audit by Deloitte LLP are indicated with an asterisk (*). All other parts of the Directors’
Remuneration Report are unaudited.
The responsibilities of the Remuneration Committee (the ‘Committee’) are to agree the policy for the remuneration of the Chief
Executive and Group Finance Director and other Senior Executives and within the terms of this policy determine total individual
remuneration packages including base pay, long-term incentives, short-term incentives and pension. In addition the Remuneration
Committee also agrees the policy for the remuneration of other senior managers and within the terms of this policy determines longterm
incentive plans. The Committee also determines recruitment terms, employment conditions and considers issues relating to
termination of employment.
The members of the Remuneration Committee are Non-Executive Directors, Michael Buzzacott (Chairman of the Remuneration
Committee), James Wallace (Chairman, Scapa Group plc) and Richard Perry (Senior Independent Non-Executive Director). The
members of the Committee have no personal financial interest in the Company other than as shareholders and the fees paid to them
as Non-Executive Directors. The Company Secretary acts as secretary to the Committee. The Chief Executive is not a member of the
Committee but is invited to attend meetings if appropriate. He is not present when the Committee considers issues relating to his
remuneration.
In 2011 the Committee met on four occasions, and all members of the Committee attended on each occasion. The Committee liaises
with the Chief Executive regarding proposals concerning the remuneration of the Group Finance Director and other Senior Executives.
The Committee has access to advice where it considers appropriate. In 2011, the Committee has taken advice on the Performance
Share Plan from Deloitte LLP. During the year, the Committee also received material assistance and advice on Remuneration policy
from the Group HR Director. Salary market data was obtained from Towers Watson Data Services.
Remuneration strategy
The Committee’s strategy for the remuneration of Executives Directors and Senior Executives is to provide a structure that is aligned
to the interests of shareholders and as such is competitive in the market place to attract, retain and motivate Executive Directors and
Senior Executives to deliver profitable growth for the Company. All elements of remuneration relate to individual and company
performance, with maximum potential awards being earned through the achievement of challenging performance targets.
Components of remuneration
Base salaries
Purpose Policy for executives Policy for all employees
The purpose of this monthly paid,
cash award is to provide base salary
levels that reflect market data for
senior roles of a similar level of
responsibility and also recognise
the individual’s skills, experience
and performance.
The policy is that base salary for
Executive Directors and Senior Executives
are reviewed on an annual basis by the
Remuneration Committee and by the
Chief Executive as appropriate. Market
data for this purpose is obtained from
the Towers Watson Manufacturing,
Distribution and Services Survey and it is
the policy to set base salary at or around
the median of this data. This survey
provides competitive data based on
functional roles from a range of over
300 companies. Changes to the Chief
Executive’s salary are effective 1 January;
changes to other executives are effective
1 April.
All employees were eligible to receive pay
increases in 2011/12. A salary budget based
on market data was established for each
country in which the Company operates.
Where applicable, increases were negotiated
with local trade union or works council
representatives. Professional and senior
employee increases were based on
performance and where available
comparative benchmark data.
Scapa Group plc Annual Report and Accounts 2012 23
Overview Business Review
Governance
Financial Statements