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2012 Integrated report - Sappi

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strategic<br />

The primary components of pay include base salary and benefits<br />

eg medical and retirement, which equates to guaranteed pay,<br />

short term incentive awards and long term incentives.<br />

Compensation levels are set to reflect competitive market<br />

practices, ensure internal equity and reward company and<br />

individual performance.<br />

<strong>Sappi</strong>’s benchmarking philosophy is to pay at the median of the<br />

market for all components of pay except for short term incentives<br />

which are targeted at the 75th percentile. Total compensation is<br />

between the 50th and 75th percentiles of the market.<br />

Guiding principles<br />

The company strives to reward employees fairly and equitably.<br />

The following guiding principles have been established to guide<br />

compensation decisions:<br />

> In determining the value of work, we use a common job<br />

evaluation methodology and combine that with market pricing.<br />

> Each job is allocated a job grade and Hay Reward Level.<br />

> Salary ranges are established 25% below and above the<br />

midpoint, which is determined at the market median.<br />

> Market conditions – all components of pay are set competitively<br />

with due consideration to market pay practices of companies<br />

of similar size and complexity in regional markets.<br />

> Performance – relevant components of compensation are<br />

linked to the performance of individuals and that of his/her<br />

specific business unit or function and/or company.<br />

> The behaviour of individuals in terms of how they achieved<br />

results, made decisions and took action must be consistent<br />

with our values, ethics and leadership competencies.<br />

> Cost – compensation programmes are based on costs which<br />

are reasonable, affordable, and appropriate, and are aligned to<br />

the short and long term financial and strategic business results.<br />

> Determining an appropriate reward mix for executive directors<br />

and other key senior personnel based on base pay and<br />

benefits and short and long term incentives, within the context<br />

of our industry sector.<br />

> Risk and reward – our compensation structure is designed to<br />

ensure that policies encourage behaviour consistent with the<br />

group’s risk and reward strategy.<br />

> Variable pay – our short and long term incentive plans have<br />

different performance criteria. Short term incentives are based<br />

on absolute performance against budget targets on operating<br />

profit, working capital and capital expenditure.<br />

> In order for an individual to qualify for a payout of a short term<br />

incentive under the rules of the scheme, the prescribed<br />

performance threshold of 75% of budgeted Operating Profit 1<br />

must be achieved.<br />

For financial year 2013 onwards, we have amended the annual<br />

management incentive scheme to incorporate the voluntary<br />

purchase of <strong>Sappi</strong> shares by executive directors and all other<br />

group executive committee members from their annual cash<br />

incentive and who voluntarily undertake to hold the shares for<br />

three years. We have also replaced capital expenditure as a<br />

performance criterion with a safety target.<br />

Long term incentives measure total shareholder return and<br />

cash flow return on net assets relative to a peer group of 14<br />

other industry related companies.<br />

Under the long term incentive plans, share option awards vest<br />

25% each year and have an eight year term; performance plan<br />

shares have cliff vesting after four years.<br />

Share option awards will be discontinued for financial year<br />

2013 onwards, and only performance plan shares will be<br />

granted to all eligible participants.<br />

Incentive awards are capped.<br />

Performance related incentives are designed to align the<br />

interests of executives with those of shareholders.<br />

Employment and separation agreements<br />

Employment agreements typically stipulate notice periods<br />

required by the employer and employee in the event of termination<br />

of employment, except for our North American operations where<br />

employment is generally ‘at will’. Some senior North American<br />

employees are, however, required to provide three months’ notice<br />

to the company in exchange for a year of separation benefits if the<br />

company terminates their employment other than for cause.<br />

For other employees in the group notice periods are based on<br />

seniority and geography and these notice periods vary from one<br />

month to eighteen months. Some notice periods are legacy<br />

practices, particularly where individuals have long tenure with <strong>Sappi</strong>.<br />

Separation agreements, when appropriate, are negotiated with an<br />

affected employee with prior approval having been obtained in<br />

terms of our governance structures.<br />

Employment contracts do not make any commitments to payment<br />

in the event of termination for cause or in the event of a change in<br />

control. In circumstances where there is a significant likelihood of<br />

a transaction involving a business unit, limited change in control<br />

protections may be agreed and implemented if deemed<br />

necessary for retention purposes.<br />

1. Operating Profit excluding Special Items, adjusted for Fair Value Plantations Adjustment – Volume, External Securitisation Costs, MIS and Share<br />

Scheme Costs and Other non-operating Costs (where applicable).<br />

sappi <strong>Integrated</strong> Report <strong>2012</strong> 85

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