Annual report and financial statements - NVM Private Equity Ltd.

Directors’ Remuneration ReportThis report has been prepared by the directors inaccordance with the requirements of Schedule 7Ato the Companies Act 1985, which applies to thecompany for the first time this year. A resolution toapprove the report will be proposed at the annualgeneral meeting.The company’s independent auditors, KPMG AuditPlc, are required to give their opinion on certaininformation included in this report, as indicatedbelow. Their report on these and other matters isset out on page 34.Board of directorsThe board currently comprises six directors, all ofwhom are non-executive. The board has establisheda Nomination Committee, comprising all thedirectors, which considers the selection andappointment of directors and makesrecommendations to the board as to the level ofdirectors’ fees. The board has not retained externaladvisors in relation to remuneration matters but hasaccess to information about directors’ fees paid byother companies of a similar size and type.30 September 2004. The articles of association placean overall limit (currently £100,000 per annum) ondirectors’ remuneration.Directors’ fees (audited information)The following fees were paid to individual directorsin respect of the years ended 30 September 2003 and2002:Year ended Year ended30 September 30 September2003 2002£ £Sir Frederick Holliday (Chairman) 17,000 17,000E M P Denny 14,000 14,000J R Hustler 14,000 14,000T R Levett — —R S Peters 14,000 14,000P S Scott 14,000 14,000Mr T R Levett waived his entitlement to directors’fees in respect of both years.Remuneration policyThe board considers that directors’ fees shouldreflect the time commitment required and the highlevel of responsibility borne by directors, and shouldbe broadly comparable to those paid by similarcompanies. It is not considered appropriate thatdirectors’ remuneration should be performancerelated,and none of the directors is eligible forbonuses, pension benefits, share options, long-termincentive schemes or other benefits in respect of theirservices as non-executive directors of the company.Mr E M P Denny and Mr T R Levett may becomeentitled to be granted share options under the termsof an incentive scheme established for the benefit ofcertain executives of Northern Venture Managers, asdescribed in Note 16 to the financial statements.Terms of appointmentThe articles of association provide that directorsshall retire and be subject to re-election at the firstannual general meeting after their appointment andat least every three years thereafter. None of thedirectors has a service contract with the company.On being appointed or re-elected, directors receive aletter from the company setting out the terms oftheir appointment and their specific duties andresponsibilities. A director’s appointment may beterminated on three months’ notice being given bythe company and in certain other circumstances.Directors’ fees were reviewed by the NominationCommittee during its meeting in September 2003,when it was recommended that fees should beincreased to £18,000 per annum for the chairmanand £15,000 for other directors for the year endingPAGE 18 Northern Venture Trust PLC Annual Report and Accounts 2003