Annual Report and Accounts 2012 - Scapa

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Directors’ Remuneration Report continued Executive Directors’ emoluments* 26 Scapa Group plc Annual Report and Accounts 2012 2011/12 £ 2010/11 £ Heejae Chae, Chief Executive Base salary 313,750 281,164 Car allowance 12,000 12,000 Annual bonus 207,103 171,510 Pension contribution 50,000 56,233 Other benefits 15,435 1,066 Total 598,288 521,973 Paul Edwards, Group Finance Director Base salary 181,125 92,055 Car allowance 10,000 5,000 Annual bonus 115,179 56,153 Pension contribution 36,225 18,411 Other benefits 3,792 850 Total 346,321 172,469 ‡ ‡ Mr Edwards joined Scapa in September 2010 Aggregate emoluments for all Executive and Non-Executive Directors for the year ended 31 March 2012 were £1,126,609 (2011: £861,776). No Director waived emoluments in respect of the years ending 31 March 2012 or 31 March 2011. Non-Executive Directors’ remuneration* The remuneration policy for Non-Executive Directors is determined by the Board. Remuneration comprises an annual fee for acting as a Non-Executive Director of the Company and an additional fee for acting as the Chairman of a Board Committee. Non-Executive Directors are not eligible to participate in the Company pension schemes nor any incentive plans. Non-Executive Directors’ remuneration for the year to 31 March 2012 is set out in the following table: Total Fees £ 2012 Total Fees £ 2011 J A S Wallace 100,000 90,000 R J Perry 42,000 40,667 M C Buzzacott 40,000 36,667 The Company repays the reasonable expenses they incur in carrying out their duties as Directors. 182,000 167,334
Directors’ interests As of 31 March 2012 the Directors and their immediate families had the following beneficial interests in the Company’s shares and options to subscribe for shares: Shares SAYE* 31 March 2012 31 March 2011 Performance Share Plan* Shares SAYE Performance Share Plan H R Chae 390,709 2011/12 21,126 2009/10 500,000 372,335 - 2009/10 500,000 2010/11 1,000,000 2010/11 1,000,000 2011/12 300,000 P Edwards 250,000 2011/12 21,126 2010/11 750,000 250,000 - 2010/11 750,000 2011/12 150,000 J A S Wallace 820,000 800,000 R J Perry 350,000 350,000 M C Buzzacott 240,000 240,000 2,050,709 42,252 2,700,000 2,012,335 2,250,000 The 2011/12 SAYE shares have an exercise price of 42.6p. All of the other share options are nil cost options. All of the Directors’ shareholdings in the Company derive from purchases made in the open market. No shares have been acquired by the Directors as a result of the exercise of share options or by virtue of any Company-sponsored incentive scheme. From the end of the financial year until 28 May 2012 there have been no changes in the above interests. The market price of the Company’s shares at the end of the financial year was 62.75p and the range of market prices during the year was between 33.75p and 62.75p. It is the policy of the Remuneration Committee that Executive Directors should, over a reasonable period from the date of their appointment, acquire – whether by market purchase or the exercise of share options – and retain a shareholding of a value not less than 12 months’ basic salary. Service contracts of Executive Directors Mr Chae has a service agreement with the Company on a rolling one-year basis, effective from 7 September 2009, which is terminable by twelve months’ notice in writing by either party. The Company may also terminate Mr Chae’s service agreement at any time with immediate effect on payment in lieu of notice equivalent to 12 months’ salary plus contractual entitlements, including bonus. Mr Edwards has a service agreement with the Company on a rolling one-year basis, effective from 20 September 2010, which is terminable by twelve months’ notice in writing by the Company and by six months’ notice in writing by Mr Edwards. The Company may also terminate Mr Edward’s service agreement at any time with immediate effect on payment of 12 months’ basic salary. There are no express provisions for compensation payable upon early termination of an Executive Director’s contract as at the date of termination other than as detailed above. It is Company policy that all executive appointments to the Board will have contract notice periods of no longer than twelve months. Terms of appointment of Non-Executive Directors The Chairman and Non-Executive Directors have letters of appointment for an initial term of three years subject to earlier termination by either party on written notice. In each case these terms can be extended by mutual agreement. They have no entitlement to contractual termination payments. The dates of their initial appointments and current term expiry dates are set out below: Original appointment date Expiry date of current term J A S Wallace 30 August 2007 29 August 2013 R J Perry 2 June 2005 1 June 2014 M C Buzzacott 1 March 2008 28 February 2014 Scapa Group plc Annual Report and Accounts 2012 27 Overview Business Review Governance Financial Statements
Page 1 and 2: Annual Report and Accounts 2012 Gro
Page 3 and 4: Sector split Electronics Healthcare
Page 5 and 6: Chairman’s Statement A focus on s
Page 7 and 8: “Our goal is to deliver sustainab
Page 9 and 10: Revenue £145.9m +0.2% 74.6% of Gro
Page 11 and 12: Revenue £39.5m +16.9% 20.2%of Grou
Page 13 and 14: Revenue £10.2m -20.9% 5.2% of Grou
Page 15 and 16: KPIs Return on sales (*1) 5.5% Trad
Page 17 and 18: Lost Time Accidents (LTAs) FY12 FY1
Page 19 and 20: We take the view that the policies
Page 21 and 22: Introduction At the heart of how Sc
Page 23 and 24: Leadership Team L-R: Ian Marchant,
Page 25 and 26: Scapa has a combination of unionise
Page 27 and 28: Directors’ Remuneration Report Th
Page 29: Other benefits Purpose Policy for e
Page 33 and 34: Corporate Governance “ Good gover
Page 35 and 36: Internal control system In accordan
Page 37 and 38: Under its terms of reference, the A
Page 39 and 40: Independent Auditor’s Report to t
Page 41 and 42: Consolidated Balance Sheet As at 31
Page 43 and 44: Consolidated Cash Flow Statement Fo
Page 45 and 46: Consolidation The consolidated fina
Page 47 and 48: Property, plant and equipment (incl
Page 49 and 50: The liability recognised in the Bal
Page 51 and 52: Notes on the Accounts 1. Segmental
Page 53 and 54: 2. Segment assets and liabilities c
Page 55 and 56: 6. Key management compensation and
Page 57 and 58: 9. Taxation continued Movement in u
Page 59 and 60: 13. Goodwill Cost 1 April 34.2 45.8
Page 61 and 62: 16. Assets held for sale During the
Page 63 and 64: 22. Borrowings Amounts due within o
Page 65 and 66: 23. Derivative financial instrument
Page 67 and 68: 24. Provisions continued During the
Page 69 and 70: 25. Retirement benefit liabilities
Page 75 and 76: 27. Share options continued US Stoc
Page 77 and 78: 29. Commitments Capital commitments
Page 79 and 80: Scapa Group plc Parent Company Fina
Page 81 and 82:
Company Balance Sheet As at 31 Marc
Page 83 and 84:
Foreign currencies Transactions in
Page 85 and 86:
4. Investments Shares in Group unde
Page 87 and 88:
10. Share capital Allotted, issued
Page 89 and 90:
12. Pension schemes continued Five
Page 91 and 92:
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