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AstraZeneca Annual Report and Form 20-F Information 2011

AstraZeneca Annual Report and Form 20-F Information 2011

AstraZeneca Annual Report and Form 20-F Information 2011

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Simon LowthComponents of remuneration – What was paid to the Chief Financial Officer (%)112632<strong>20</strong>11FixedBase SalaryVariable*BonusPSPAZIP102436<strong>20</strong>10FixedBase SalaryVariable*BonusPSPAZIP162335<strong>20</strong>09FixedBase SalaryVariable*BonusPSPSOP313026* Bonus element is the actual bonus paid for the year in question. PSP, AZIP <strong>and</strong> SOP elements are on an expected value basis.Simon LowthBase pay per annum <strong>and</strong> % changes over previous year<strong>20</strong>12 <strong>20</strong>11 <strong>20</strong>10£660,000 £635,500 £6<strong>20</strong>,000+3.85% +2.5% +13%> The Committee reviewed the CFO’s base pay in December <strong>20</strong>11<strong>and</strong> decided to award an increase for <strong>20</strong>12 of 3.85%. This waswithin the range of salary increases for employees across theGroup. The Committee consulted major shareholders <strong>and</strong> tooktheir views into account before awarding this increase.> The CFO was awarded a bonus for performance during <strong>20</strong>11 of£769,902 (121% of base salary out of a maximum possible awardof 150% of base salary), the cash element of which will be paid in<strong>20</strong>12 1 . His bonus for performance during <strong>20</strong>10, the cash element ofwhich was paid in <strong>20</strong>11, was £918,245 (148% of base salary out of amaximum possible award of 150% of base salary) 2 . The <strong>20</strong>11 bonuswas lower than the <strong>20</strong>10 bonus by 16%. The reasons for this are setout in the section below headed Variable elements of the CEO’s <strong>and</strong>CFO’s remuneration in <strong>20</strong>11.> The CFO must defer one third of any pre-tax bonus into OrdinaryShares or ADSs. These are held for three years before beingreleased. The bonus is not pensionable.> The CFO received an LTI award in <strong>20</strong>11 with an expected value of160% of base salary 3 . Full details can be found on page 126. Underthe rules of the PSP <strong>and</strong> the AZIP, in respect of any financial yearof the Company, the maximum market value of shares that may intheory be put under a PSP or an AZIP share award in respect ofan employee is 500% of that employee’s base salary.> After consulting major shareholders <strong>and</strong> taking their views intoaccount, starting in <strong>20</strong>12 the Committee has decided to increasethe target LTI award for the CFO from an expected value of 160%of base salary to <strong>20</strong>0%.> In respect of the LTI award made in <strong>20</strong>11, the distribution betweenthe PSP <strong>and</strong> the AZIP was in the ratio 75% to 25%.> During <strong>20</strong>11, as a result of the vesting of the <strong>20</strong>08 share awardunder the PSP, the CFO received 73,060 Ordinary Shares <strong>and</strong>a cash payment in respect of dividends accrued.> The CFO is entitled to st<strong>and</strong>ard non-cash employmentbenefits, such as healthcare benefits, insurances <strong>and</strong>car purchase arrangements.> In relation to pension arrangements, the CFO receives a paymentequivalent to 24% of his base salary, which amounted to £153,000in <strong>20</strong>11 (<strong>20</strong>10: £149,000), as a cash alternative to participation in adefined contribution pension scheme. Full details can be found onpage 118.> The Committee increased the CFO’s shareholding requirementin January <strong>20</strong>12 from 125% to <strong>20</strong>0% of base salary.> At 31 December <strong>20</strong>11, the CFO had a beneficial shareholdingof 68,538 4 <strong>AstraZeneca</strong> shares which, at that date, had a valueapproximately equivalent to 321% of his <strong>20</strong>11 base salary.1The factors considered by the Committee in assessing performance during <strong>20</strong>11 <strong>and</strong>determining the bonus are summarised on page 116.2Each year in January, the Committee determines bonuses for performance in the previousyear <strong>and</strong> these are paid in February.3The Company estimates the expected value of LTI awards taking account of the likelihoodof performance conditions <strong>and</strong> targets being achieved.4This figure includes an estimated 14,312 shares post-tax held in retention in the DeferredBonus Plan.Corporate Governance<strong>AstraZeneca</strong> <strong>Annual</strong> <strong>Report</strong> <strong>and</strong> <strong>Form</strong> <strong>20</strong>-F <strong>Information</strong> <strong>20</strong>11Directors’ Remuneration <strong>Report</strong> 115

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