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Thorn-EMI 1995 Annual Report

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Notes to the accounts<br />

32. Directors' and employees' emoluments and Directors' interests<br />

Throughout this Note, reference to shares is to Ordinary Shares in THORN <strong>EMI</strong> plc.<br />

Dlrectors' and employees' costsI<br />

rWages and salaries<br />

Social security costs<br />

Other pension costs (see Note 28)<br />

<br />

<br />

<br />

<br />

<br />

(i) Directors' Remuneration Policy<br />

<br />

The remuneration of Executive Directors and other senior executives is determined by the<br />

Remuneration Committee ("the Committee"), chaired by Sir Peter Walters and comprising all the<br />

Non-executive Directors plus Sir Colin Southgate (other than in matters concerning himseltJ.<br />

The Committee follows certain fundamental principles in deciding appropriate levels and<br />

forms of remuneration, including a policy reflecting:<br />

o the dtcentralised and differing natares of ou businesses and a focus<br />

on sustainetl growth<br />

o the importance ofrecraiting and retaining intemational management of the appropriate calibre<br />

o a strong link betueen reward and perfofttane against dgreed targex, speciftcal$ recognising tbe retarn<br />

prodded to shareholders and the long-term performance of both the basiness and the indioidual.<br />

The Committee has applied these principles in the development oFreward plans which:<br />

. Pa) d mid natket bdse sala1t Trrhile prooiding a higbly competitioe total pq package bat oxll uhen<br />

trul1 uarrantetl b1 performance<br />

c recognie the importance of attaining the targets set in the Companl's budgets and threeyar plans<br />

. etuPbasise lons-teftt performance b1 proaiding awards of sbares which executioes are either encouragetl<br />

or re4 red to hoLl<br />

o direct! align the intelests of erec tizles with those of the shareholfurs.<br />

The following is intended as a summary of the remuneration packages for Executive Directors<br />

and other senior executives. Copies of the full documentation covering the various plans,<br />

together with the Executive Directors' employment contracts, are available for inspection<br />

by shareholders.<br />

Base Salary and Benefits<br />

The base salaries and benefits (typically including car and life, disability and health insurance) of<br />

Executive Directors and other senior executives are reviewed, normally annually, by the<br />

Committee, having regard to competitive market practice supported by external, independent<br />

surveys. Any increase reflects both individual and business perlormance.<br />

<strong>Annual</strong> and Longer-Term Incentive Plans<br />

TArget Setting<br />

THORN <strong>EMI</strong> operates a systematic, annual planning and budgeting review process covering<br />

each business. The financial targets arising out of this process are reviewed and approved by the<br />

Board and the Committee. There are two important proflt targets identified for incentive plans:<br />

o a demanding Tirge t Proftt, at which the target reward is earned<br />

o a Maximum Proftt target (typically set between 1050/o and ll0o/o ofTarget Profrt) at which the<br />

maximum reward is earned.

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