Annual Report and Accounts 2006 - DCC plc

44report of the remuneration committeeRemuneration CommitteeThe Remuneration Committeecomprises four independent nonexecutiveDirectors, Maurice Keane(Chairman), Tony Barry, RóisínBrennan and Michael Buckley.The role and responsibilities of theRemuneration Committee are setout in its written terms of reference,which are available on request and onthe Company’s website www.dcc.ie.The principal responsibilities of theCommittee are determining the policyfor the remuneration of the executiveDirectors and determining theirremuneration packages, determiningpension arrangements for theexecutive Directors and the grantingof share options under the DCC plc1998 Employee Share Option Scheme.The Chief Executive/Deputy Chairmanis consulted about remunerationproposals for the other executiveDirectors. The RemunerationCommittee is authorised to obtainaccess to professional advice ifdeemed desirable.Remuneration policyThe Company’s remuneration policyrecognises that employment andremuneration conditions for theGroup’s senior executives mustproperly reward and motivate themto perform in the best interests ofthe shareholders. In formulating thispolicy, the Committee has givendue regard to the provisions of theCombined Code on CorporateGovernance.Directors’ remunerationExecutive Directors’ remunerationThe typical elements of theremuneration package forexecutive Directors are basic salary,performance related remunerationconsisting of performance relatedannual bonuses and share options,pension benefits and other taxablebenefits (principally the use of acompany car).SalariesThe salaries of executive Directors arereviewed annually on 1 January havingregard to personal performance,Company performance and competitivemarket practice. No fees are payableto executive Directors.Performance related annualbonusesPerformance related annual bonusesare payable to the executiveDirectors, in respect of the financialyear to 31 March. The performancetargets, which are reviewed annually,are tailored to the responsibilities ofeach executive Director and includegrowth in Group earnings, divisionalperformance, Group and divisionaldevelopment and an element relatedto individual performance andcontribution. The maximum bonuspotential, as a percentage of basicsalary, for each executive Directoris reviewed and set annually andamounted to 65% of basic salary forthe year ended 31 March 2006.Pension benefitsThe Company funds pensionschemes which, for executiveDirectors, aim to provide, on the basisof actuarial advice, a pension of twothirds of pensionable salary at normalretirement date. Pensionable salary iscalculated as 105% of basic salaryand does not include any performancerelated bonuses or benefits.Non-Executive Directors’remunerationThe remuneration of the non-executiveDirectors is determined by the Board.The fees paid to non-executiveDirectors reflect their experience andability and the time demands of theirBoard and Board Committee duties.