Dave Forsey Chief Executive 19 July 2012 - Sports Direct International

56 / MANAGEMENT AND GOVERNANCE
Directors’ Remuneration Report
This report has been prepared in accordance with the requirements of Regulation II and
Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008 (the Regulations) and of the Corporate Governance Code.
The Remuneration Committee
The Remuneration Committee
Simon Bentley, Dave Singleton, Charles McCreevy and Claire
Jenkins are Independent Non-Executive Directors, Keith Hellawell is
the Non-Executive Chairman.
The role and main responsibilities of the Committee are detailed in
the Corporate Governance Report on page 54.
Attendance at the meetings held during the year is detailed on
page 52.
Advisers
Dave Forsey, the Chief Executive, Bob Mellors, the Group Finance
Director, and Mike Ashley, the Executive Deputy Chairman, have
also advised or materially assisted the Committee when requested.
Remuneration policy
The aim of the Group is to achieve long-term success and
increase shareholder value. This is underpinned by the main
principles of the Remuneration Committee to ensure policies and
practices are in place to encourage performance, which will in turn
help achieve this success.
The Committee has endorsed the provisions of Section D of the UK
Corporate Governance Code, and has had those provisions in mind
when determining remuneration policies for the past, current and
future years.
The retail environment is highly competitive, so the Committee
ensures that the level and form of remuneration is sufficient to
attract, retain and motivate Directors and Senior Managers of the
quality and talent required to run the Group successfully.
The remuneration policy for Executive Directors is highly
performance-based, which encourages the growth and long-term
success of the Group, and is paid in shares.
Basic salaries have been set at a level well below the lower quartile
for a business of the size and complexity of the Group and have
remained the same since 2002. During the Year the performance
related elements of the remuneration packages consisted of
participation in the Executive Bonus Share Scheme
(full details are on page 57).
Mike Ashley does not receive a salary for his role nor has he
received a bonus.
The Committee consults major shareholders and representative
groups where appropriate concerning remuneration matters.
The Committee is at all times mindful of the Company’s social,
ethical and environmental responsibilities, and is satisfied that
current remuneration arrangements do not inadvertently encourage
irresponsible behaviour.
The Committee has reviewed the salaries, other remuneration
and other employment conditions of senior and middle managers
throughout the Group, and has taken them into account in
considering Directors’ salaries and the creation of new incentive
schemes in order to create a sense of common purpose and
sharing of success. The Executive Bonus Share Scheme
performance targets mirror those to be applied to awards under
the Bonus Share Scheme, which will apply to all UK permanent
employees of the Group in UK Retail, Brands and Head Office on
the same basis.
The Committee is mindful that any bonus arrangements
are balanced against delivering sustainable growth in earnings
for shareholders.
The Committee’s remuneration policy in respect of the
Non-Executive Directors is to pay annual fees which reflect the
responsibilities and duties placed upon them, while also having
regard to market practice.
Basic salary
Basic salaries are reviewed annually. The Committee decided
again not to alter Executive Directors’ salaries in the review in July
2011. Executive Directors’ salaries have now been at the same
level since 2002.
The basic salaries of Executive Directors at the Year end and at
19 July 2012 (the latest practicable date before the printing of this
report) were as shown below:
At 29 April 2012 and 19 July 2012
19 July 2012 At 29 April 2012
Mike Ashley - -
Dave Forsey £150,000 £150,000
Bob Mellors £150,000 £150,000
Annual Bonus Scheme
The Committee has determined that no Annual Bonus Scheme
will be operated for Executive Directors while the Executive Bonus
Share Scheme is being operated.