Pinewood Shepperton plc Annual Report ... - Pinewood Studios

36 Pinewood Shepperton plc Annual Report & Accounts 2010Directors’ remuneration reportRemuneration CommitteeThe Board presents its remuneration report to shareholders of the Company. The Board has established a RemunerationCommittee (“the Committee”) to advise it on appropriate policies and procedures in determining suitable remunerationpackages for Directors and senior management, and continues to take advice from external advisers as considerednecessary by the Committee.The Committee comprises Nigel Hall (Chairman), Adrian Burn and James Donald. During 2010, the Committee met onfive separate occasions. All members of the Committee were present on each occasion, save for one meeting for whichJames Donald was unavailable.The Committee’s responsibilities include the monitoring, review and recommendation to the Board on the Group’s broadpolicy for the remuneration of all Executive Directors, and to determine, and thereafter review at least annually, theremuneration packages of all Executive Directors, including basic salary, pension arrangements and annual and long-termincentives, and, as appropriate, make recommendations in respect of other senior management. In addition, theCommittee reviews the corporate targets and objectives relating to the Executive Directors’ compensation, including anevaluation of their performance. The Committee’s terms of reference are contained in the ‘Corporate Governance’ sectionof the Company’s Investor Relations website at www.pinewoodshepperton.com.The Committee continues to take advice, where appropriate, in order to support its up-to-date understanding of currentmarket trends, comparable remuneration packages in similar organisations, and general issues for consideration indetermining appropriate rewards. During the year the Committee sought advice from PricewaterhouseCoopers LLP, theGroup’s remuneration advisers on Executive Directors remuneration, Non-Executive Directors remuneration, long-termincentives and how the long-term incentive plan is monitored, in addition to updates on performance criteria and theaccounting implications for existing grants.In addition, appropriate legal advice relating to contractual issues is taken as necessary to ensure compliance with bestpractice.General policyThe Group’s remuneration policy is to provide remuneration packages to Executive Directors and senior managementwhich align their interests to those of shareholders, whilst retaining appropriate flexibility to cater for potential futurechanges in remuneration policy best practice and the environment in which the Group operates. Group policy aims toprovide competitive rewards based on the achievement of recognised short-term and long-term performance basedtargets, recognising that the value of awards to Directors and employees should be commensurate with individualresponsibilities within the Group.In establishing remuneration packages, the Committee’s remuneration policy seeks to benchmark the componentsof Executive Directors’ remuneration against comparators drawn from UK listed companies in the media sector(FTSE All Share, Fledgling and AIM). The policy has been defined against these comparators as follows: basic salary –lower quartile to median; bonus potential – upper quartile; benefits – market rate and share incentives – median toupper quartile.The Committee reviews on an annual basis whether its remuneration policy remains appropriate for the relevant financialyear. Factors taken into account by the Committee include: market conditions affecting the Group; current financial macroeconomic conditions; the recruitment market in the Group’s sector; changing market practice; and the changing views ofinstitutional shareholders and their representative bodies.The Committee has concluded that the remuneration policy remains valid for 2011.