Notes to the financial statements - Plasmon

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Remuneration report This report has been prepared in accordance with the provisions of Schedule B of the Combined Code and only the details of Directors’ emoluments, pension entitlements and share options have been subject to audit. The Remuneration Committee (“the Committee”) is composed entirely of the non-executive Directors identified on page 17. On 19 September 2002, Christopher McFadden was appointed Chairman of the Committee, replacing John Barrie Morgans who remains a member of the Committee. In determining its remuneration policy, service contracts and compensation for Directors, full consideration has been given to the provisions of the Combined Code. The Committee meets as required during the year and its terms of reference are to determine the Company’s policy on executive remuneration and to consider and approve the individual terms and conditions of employment for the executive Directors. The Committee takes advice where appropriate from the Chief Executive of the Company on matters other than his personal remuneration. No external advice was sought during the year ended 31 March 2003. Remuneration policy Basis of the remuneration policy In forming the remuneration policy and the remuneration packages of the executive Directors, the Committee balances the requirement to align the interest of the Directors with those of the shareholders, with the creation of a culture of linking reward to the Company’s performance and with the need to recruit and retain management of the highest calibre. The executive Directors’ remuneration consists of four components – basic salary, performance-related bonus, share options and pension provisions. The performance related components comprising the annual bonus and share option schemes are designed to incentivise the executive Directors to perform at the highest level, and to align executive rewards with enhanced shareholder value in both the short and long-term. Basic salary is reviewed annually by the Committee after a review of the individual executive Director’s performance and the overall performance of the business. Where appropriate, the Committee has regard to published remuneration information and to specific advice from independent remuneration consultants. Inflation is also taken into consideration. The Committee determines a bonus for each executive Director based on criteria agreed with that executive Director at the beginning of the financial year. These criteria include the achievement of budgeted profits and earnings per share. Bonuses are uncapped. The Committee also awards one-off bonuses for any major activities, such as acquisitions, not taken into consideration in the budget. Plasmon Plc Annual Report 2003 Remuneration report 20 Performance chart The chart below compares the growth in value of £100 invested in ordinary shares in Plasmon Plc on 1 April 1998 with the performance of a similar investment in the shares of the constituents of the FTSE Small Cap index. The Directors are of the view that this constitutes a relevant broad equity market. 600 500 400 300 200 100 0 April 1998 April 1999 April 2000 April 2001 Plasmon Plc Ordinary Shares FTSE Small Cap Index April 2002 April 2003 Pension provisions The executive Directors receive pension contributions equal to 15 per cent of basic salary which are paid into their personal money purchase pension plans. Details of the schemes are given in Note 26. Service contracts The executive Directors are employed under the terms of service agreements dated 19 July 1996 which may be terminated by 12 months’ notice from either party. None of the Directors’ service contracts provides for predetermined amounts of compensation in the event of early termination. Policy on outside appointments It is the policy of the Committee that executive Directors should not take more than one outside appointment, which it is believed can provide valuable experience. Nigel Street is a non-executive Director of Streason Limited, the holding company of his family’s business interest. Non executive fees The Board determines remuneration of the non-executive Directors. The Company has a contract with MAHE-Morgans Limited, dated 1 July 1997, which provides the services of John Barrie Morgans as a non-executive Director and which can be terminated by 6 months’ notice from either party. Henri Zinsli and Christopher McFadden have contracts with the Company, dated 1 April 1999 and 19 July 2001, respectively, terminable by three months’ notice from either party.
Directors’ emoluments The remuneration of the Directors, excluding pension contributions, was as follows: Plasmon Plc Annual Report 2003 Remuneration report 21 Total Total Salary Benefits (i) 2003 2002 £ £ £ Executive Directors Nigel Street (Chief Executive) 215,000 21,239 236,239 240,154 Timothy Arthur (Finance Director) Non-executive Directors 141,094 16,326 157,420 163,580 John Barrie Morgans (Chairman) (ii) 20,004 – 20,004 20,004 Henri Zinsli (Switzerland) 15,000 – 15,000 15,000 Christopher McFadden (appointed 19 July 2001) 15,000 – 15,000 10,519 Paul Robert Nailor (resigned 19 July 2001) – – – 4,558 406,098 37,565 443,663 453,815 (i) Benefits comprise disability and medical insurance, life insurance cover and fully expensed cars or equivalent allowance. (ii) Fees payable in respect of John Barrie Morgans are paid to MAHE-Morgans Limited. Directors’ pension entitlements Pension contributions to money purchase pension schemes for the year ended 31 March 2003 were as follows: Total Total 2003 2002 £ £ Nigel Street 32,250 32,250 Timothy Arthur 21,164 21,164 Interest in shares The interest of the Directors in the shares of the company at 31 March 2003 were as follows: 53,414 53,414 Number of Number of shares shares 31 March 31 March 2003 2002 Nigel Street 91,885 91,885 Timothy Arthur 131,092 131,092 John Barrie Morgans 111,885 101,885 Henri Zinsli (Switzerland) 7,500 7,500 There have been no movements in the Directors’ interest as shown above since 31 March 2003.
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Page 9 and 10: In the first half of 2002/3, the Gr
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Notes to the financial statements - Plasmon

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