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

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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
Remuneration Committee members and attendeesThe Committee members are the Independent Non-Executive Directors and the Non-Executive Chairman as follows:Remuneration Committee Member Position CommentsClare Hollingsworth Chair of the Committee with effect from 2 April 2012 IndependentMartin Angle Member of the Committee with effect from 2 January 2007 IndependentTim Freshwater Member of the Committee with effect from 1 January 2012 IndependentPeter Smith Member of the Committee with effect from April 2009 Non-Executive ChairmanFormer MembersCharles McVeighChairman of the Committee until 2 April 2012 whenIndependenthe ceased to be a memberTimothy IngramMember of the Committee until his retirement as aDirector with effect from 9 May 2012IndependentOur business Our governance Our resultsRemuneration Committee Attendee Position CommentsJeremy Helsby Group Chief Executive Attends by invitation (except when hisown remuneration is discussed)Chris Lee Group Legal Director & Company Secretary Provides advice and support as well asacting as secretary to the Committee(except when his own remunerationis discussed)The Directors’ biographies can be found on page 34 of this report.Members’ attendance at Committee meetings is listed in the Corporate governance report on page 40 of this Report and Accounts.No member of the Committee has any personal financial interest in the matters being decided, other than as a shareholder,nor any day to day involvement in running the business of Savills.Advisor to the CommitteeDuring 2012, Towers Watson continued to provide independent commentary on matters under consideration by the Committeeand updates on best practice, legislative requirements and market developments to the Committee. Towers Watson are appointedby the Committee. Fees paid to Towers Watson during 2012 in respect of advice on Directors’ pay were £26,600.Terms of referenceThe Committee’s terms of reference are available from the Group Legal Director & Company Secretary upon request or can beviewed on the Company’s website (www.savills.com).External directorshipsSavills recognises that its Executive Directors may be invited to become Non-Executive Directors of other companies. Suchnon-executive duties can broaden experience and knowledge which can benefit Savills. Subject to approval by the Board andany conditions that it might impose, the Executive Directors and GEB members are allowed to accept external non-executivedirectorships and retain the fees received, provided that these appointments are not likely to lead to conflicts of interest. Fornon-executive directorships which are considered to arise by virtue of an Executive Director’s or GEB member’s position withinSavills, the fees are paid directly to Savills.During 2012, Simon Shaw received a fee of £30,000 in relation to his continuing appointment as Non-Executive Chairman ofSynairgen plc.Remuneration Committee meetingsThe Remuneration Committee has at least three meetings during the year and met four times during 2012. The principal agendaitems were as follows:– review of the Group’s remuneration policy and consideration of the proposed new legislation relating to Executive pay andthe implications of this for remuneration policy;– review of the remuneration packages of Executive Directors and GEB members;– approval of the granting of PSP awards;– approval of the granting of share awards to other levels of management; and– review of the Directors’ Remuneration report.Savills plc Report and Accounts 2012 53
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