Savills plc 2012 Annual Report - (PDF) - Investor relations

Remuneration reportcontinuedDeferred share awards made under the performance profit share scheme (and in the case of awards made to staff under the DSP) aresubject to forfeiture if the award holder, including the Executive Directors, leaves service prior to the vesting date other than in defined‘good leaver’ situations (such as redundancy, disability or ill-health). Under the terms of the PSP, for ‘good leavers’ the award willnormally continue and will vest on the normal vesting date to the extent that the relevant performance conditions have been met. Timepro-rating (i.e. reducing the number of shares which may be received on the basis of the time in the performance period not served as atthe date of cessation) applies to such awards.Additionally for the PSP awards vest on the occurrence of a change of control of the Company or analogous situations, subject torelevant performance conditions having been met at that time. Where such an event occurs before the end of the performance period,the number of shares receivable will also generally be subject to time pro-rating (although the Committee has discretion not to apply thisreduction in such circumstances).Non-Executive DirectorsNon-Executive Director fees (audited)The Non-Executive Director fees for 2012 were as follows:Peter Smith Martin Angle Tim Freshwater Clare Hollingsworth Charles McVeighBasic Fee £150,000 £45,000 £45,000 £33,750 £45,000Additional feesSenior Independent Director £3,225Remuneration Committee Chair £5,625 £1,875Audit Committee Chair £10,000Total £150,000 £58,225 £45,000 £39,375 £46,875CommentsNon-ExecutiveChairmanM Angle wasappointed as theSenior IndependentDirector witheffect from9 May 2012C Hollingsworthchaired the Committeewith effect fromher appointmentas Director from2 April 2012C McVeigh chairedthe Committee until2 April 2012 whenhe ceased to bea Member ofthe CommitteeNote: T Ingram was the Senior Independent Director and member of the Audit, Nominations and Remuneration Committees until he retired as Director of the Company witheffect from 9 May 2012. Fees paid to T Ingram in respect of 2012 were £17,935There were no increases to the Non-Executive Director fee levels in the year.The fees payable to the Non-Executive Directors are determined by the Non-Executive Chairman and the Executive Directors afterconsidering external market research and individual roles and responsibilities. The fees for the Non-Executive Chairman are determinedby the Remuneration Committee (excluding the Non-Executive Chairman).The Non-Executive Directors do not participate in incentive arrangements or share schemes.The information in this table has been audited by the independent auditors, PricewaterhouseCoopers LLP.GovernanceThe Remuneration report has been prepared in accordance with the requirements of the Companies Act 2006 and Schedule 8 of theLarge and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008. It also describes the Group’s compliancewith the UK Corporate Governance Code in relation to remuneration with further disclosure in the spirit of the BIS proposals.This report also complies with disclosures required by the Directors’ Remuneration Report Regulations 2002.Role of the CommitteeThe Remuneration Committee is responsible for the broad policy governing senior staff pay and remuneration. It sets the actual levelsof all elements of the remuneration of the Executive Directors and reviews that of GEB members. The policy is regularly reviewed toensure that it is consistent with the Company’s scale and scope of operations, supports the business strategy and growth plans andhelps drive the creation of shareholder value. The Committee also oversees the operation of Savills employee share schemes.52 Savills plc Report and Accounts 2012