2568.11 kb - Compass Group

More documents

Recommendations

Info

38 Compass Group PLC Annual Report 2007Directors’ ReportDirectors’ remuneration reportcontinuedPlan limits headroom5% in 10 years 10% in 10 years3.73% Executive0.38% LTIP0.89% Headroom2.77% All Employee3.73% Executive0.38% LTIP3.12% HeadroomDilution limitsAll of the Company’s equity based incentiveplans incorporate the current ABI Guidelineson headroom which provide that overalldilution under all plans should not exceed10% over a 10 year period in relation to theCompany’s issued share capital (or reissue oftreasury shares), with the further limitation of5% in any 10 year period on executive plans.The committee regularly monitors theposition and prior to the making of any awardconsiders the effect of potential vesting ofoptions or share awards to ensure that theCompany remains within these limits. Anyawards which are required to be satisfied bymarket purchased shares are excluded fromsuch calculations. No treasury shares wereutilised in the year ended 30 September 2007.As at 30 September 2007, the Company’sheadroom position, which remains withincurrent ABI Guidelines, was as shown in thetable to the left.Service agreementsIt is the Company’s policy that servicecontracts for the executive directors have nofixed term but are capable of terminationon 12 months notice from the Companyand six months notice from the director,(12 months for Richard Cousins). TheCompany also retains the right to terminatethe contract immediately by making apayment in lieu of notice equal to 12 monthspay, on target bonus, pension supplementand an amount equal to 10% of basic pay inrespect of benefits to be paid in monthlyinstalments, subject to an obligation on thedirector to mitigate his loss. The servicecontracts outline the components ofremuneration paid to the individual but donot prescribe how remuneration levels are tobe modified from year to year.Executive directors’ serviceagreementsDate of contractRichard Cousins 22 November 2007Gary Green 27 November 2007Andrew Martin 27 November 2007External appointmentsWith the Board’s agreement executivedirectors may take up one non-executivedirectorship outside of the Group. RichardCousins receives a fee of £94,000 p.a., inrespect of his directorship of HBOS plc,which he is permitted to retain.Share ownership policyIn order that their interests are aligned withthose of shareholders, executive directors areexpected to build up and maintain a personalshareholding in the Company of at least100% of gross base salary. New directorswill undertake to build up their shareholdingwithin four years of their appointment.The committee reviewed and noted thatthese targets were achieved by all executivedirectors during the year. Directors’ currentshareholdings are set out on page 26.ChairmanThe fee for the Chairman is reviewedannually by the committee each Junewith any increase taking effect on 1 July.The Chairman’s fee was set at £400,000p.a., with effect from 1 July 2007.The Chairman is not eligible for pensionscheme membership, bonus or incentivearrangements. He is entitled to the provisionof life and medical insurance for himself andhis spouse, financial planning assistance andcar benefit.Policy on remuneration ofnon-executive directorsThe fees for the non-executive directorsare reviewed and determined by the Boardeach year. The base fee for the year ended30 September 2007 was £60,000 p.a., with anadditional fee of £15,000 p.a. payable wherea non-executive director acts as Chairman ofeither the Audit or Remuneration Committeeand an additional fee of £25,000 p.a. for thedirector nominated as senior independentnon-executive director. Non-executivedirectors are not eligible for pension schememembership, bonus or incentivearrangements.Non-executive directors have letters ofengagement. They are appointed for aninitial period of three years, after which theappointment is renewable at three-yearintervals by mutual consent. Details of theirappointments, which are terminable withoutcompensation, are set out in the table onpage 39.
39 Compass Group PLC Annual Report 2007Non-executive directors’ letters of engagementOriginal dateTotal lengthof service atNon-executive director of appointment Letter of engagement 30 September 2007Sir Roy Gardner 1 Oct 2005 15 Sep 2005 2 yearsPeter Blackburn 1 10 Apr 2002 16 May 2002(renewed 31 Mar 2004) 5 years, 5 monthsSir James Crosby 17 Feb 2007 16 Feb 2007 7 monthsSven Kado 10 Apr 2002 10 Apr 2002(renewed 31 Mar 2004) 5 years, 5 monthsSteve Lucas 7 Jul 2004 17 Jun 2004(renewed 25 Jun 2007) 3 years, 2 monthsSusan Murray 11 Oct 2007 11 Oct 2007 –Tim Parker 17 Feb 2007 16 Feb 2007 7 monthsSir Ian Robinson 1 Dec 2006 1 Dec 2006 10 months1. Mr Blackburn retired from the Board on 31 October 2007.Other senior executives andmanagementThere are a number of senior executiveswho, with the executive directors, comprisethe Executive Committee. These keymanagement roles influence the ability ofthe Group to meet its strategic targets. Thecommittee has regard to the remunerationlevel and structure of this group whose totalremuneration including salary and othershort-term benefits, target (or par) bonus andthe expected value of long-term incentives issummarised below.Total remunerationfor the year ended30 September 2007£000 Number in band201 – 500 1501 – 800 –801 – 1,100 21,101 – 1,400 31,401 – 1,450 1On behalf of the BoardSir James CrosbyChairman of the Remuneration Committee28 November 2007
Page 1 and 2: DeliveringprofitablegrowthAnnual Re
Page 3 and 4: 01 Compass Group PLC Annual Report
Page 39: 37 Compass Group PLC Annual Report
Page 91 and 92:
89 Compass Group PLC Annual Report
Page 93 and 94:
Page 95 and 96:
show all

2568.11 kb - Compass Group

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?