HERALD INVESTMENT TRUST plc ANNUAL REPORT ...

DIRECTORS’ REMUNERATION REPORT
The Board has prepared this report in accordance with the requirements of Section 420 to 421 of the Companies
Act 2006. An ordinary resolution for the approval of this report will be put to the members at the forthcoming
Annual General Meeting.
The law requires the Company’s auditors to audit certain of the disclosures provided. Where disclosures have
been audited, they are indicated as such. The Auditors’ opinion is included in their report on pages 34 and 35.
Remuneration Committee
The Company has four Directors all of whom are non-executive (see page 4). There is no separate Remuneration
Committee and the Board as a whole considers changes to Directors’ fees from time to time. The Company
Secretary, Baillie Gifford & Co, provides advice and comparative information when the Board considers the
level of Directors’ fees.
Policy on Directors’ Fees
The Board’s policy is that the remuneration of Directors should be set at a reasonable level that is commensurate
with the duties and responsibilities of the role and consistent with the requirement to attract and retain Directors
of the appropriate quality and experience. It should also reflect the experience of the Board as a whole, be
fair and comparable to that of other investment trusts that are similar in size. It is intended that this policy will
continue for the year ending 31 December 2011 and subsequent years.
The fees for the non-executive Directors are determined within an aggregate limit set out in the Company’s
Articles of Association which currently stands at £100,000. Non-executive Directors are not eligible for bonuses,
pension benefits, share options, long term incentive schemes or other benefits.
The Board reviewed Directors’ fees during the year and concluded that the fees should remain unchanged
at £25,500 for the Chairman and £17,000 for each Director.
Directors’ Service Contracts
It is the Board’s policy that none of the Directors has a service contract. All of the Directors have been provided
with appointment letters. The terms of their appointment provide that a Director shall retire and be subject to
election at the first Annual General Meeting after their appointment. Directors are thereafter obliged to retire
every three years, and may, if they wish, offer themselves for re-election. Any Director who has served on
the Board for more than nine years will submit themselves for re-election annually. There is no notice period
and no provision for compensation upon early termination of appointment.
Date
of
appointment
Due date
for
re-election
Name
Julian Cazalet 18 January 2008 AGM 2011
Clay Brendish 23 July 2001 AGM 2011
Timothy Curtis 22 July 2004 AGM 2012
Douglas McDougall 13 February 2002 AGM 2011
HERALD INVESTMENT TRUST plc 31