2016_Halma_ARA_160610_2

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Remuneration Committee Report continued Remuneration Policy continued PAY-FOR-PERFORMANCE The following charts provide an estimate of the potential future rewards for executive Directors, and the potential split between different elements of pay, under three different performance scenarios: ‘Fixed’, ‘On-target’ and ‘Maximum’. Potential reward opportunities are based on Halma’s remuneration policy, applied to salaries as at 1 April 2016. In the case of the Chief Executive, Finance Director and other executive Directors this assumes a performance share award level of 200%, 175% and 150% of salary respectively (which is the basis on which the policy will be applied in 2016/17). The projected values exclude the impact of any share price movements and dividend equivalents. The ‘Fixed’ scenario shows base salary, pension and benefits only. The ‘On-target’ scenario shows fixed remuneration as above, plus a target pay out of 60% of the maximum under the annual bonus and vesting of 50% of a single year’s award under the ESP. The ‘Maximum’ scenario reflects fixed remuneration, plus maximum payout of annual bonus and ESP awards. Andrew Williams, Chief Executive Percentages/amounts £000 Fixed On-target Maximum 100% 41% 27% 28% 31% 31% 42% 803 1,965 2,945 Kevin Thompson, Finance Director Percentages/amounts £000 Fixed On-target Maximum 100% 42% 29% 29% 29% 33% 38% 497 1,176 1,741 Adam Meyers, Sector Chief Executive – Medical Percentages/amounts $000 Fixed On-target Maximum 100% 42% 28% 29% 29% 33% 39% 520 1,241 1,841 Fixed Annual incentive ESP 80 Halma plc Annual Report and Accounts 2016
NON-EXECUTIVE DIRECTORS Unless otherwise indicated, all non-executive Directors (NEDs) have a specific three-year term of engagement, subject to annual re-election at the AGM, which may be renewed for up to two further three-year terms if both the Director and the Board agree. The remuneration of the Chairman and the NEDs is determined by the Committee and the Board in accordance with the remuneration policy approved by shareholders. The contract in respect of the Chairman’s services provides for termination, by either party, by giving not less than six months’ notice. The non-executive Directors have contracts in respect of their services, which can be terminated, by either party, by giving not less than three months’ notice. Contracts are available for inspection at the AGM and throughout the year at the Company’s registered office. Summary details of terms and notice periods for NEDs are included below. Non-executive Director Date of appointment Notice period Paul Walker April 2013 6 months Jane Aikman* August 2007 3 months Daniela Barone Soares November 2011 3 months Roy Twite July 2014 3 months Tony Rice August 2014 3 months Carole Cran January 2016 3 months * Jane Aikman has given notice of her intention to retire from the Board effective at the close of the 2016 AGM. As such, she is not seeking re-election to the Board. STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS NEDs do not receive benefits from the Company and they are not eligible to join the Company’s pension plan or participate in any incentive schemes. Any reasonable expenses that they incur in performing their duties are reimbursed by the Company. Paul Walker’s personal assistant is an employee of the Company. Details of the policy on NED fees are set out in the table on pages 76 and 77. NED RECRUITMENT In recruiting a new Chairman or NED, the Committee will use the policy as set out in the table on pages 76 and 77. CONSIDERATION OF CONDITIONS ELSEWHERE IN THE GROUP The Committee considers the remuneration and employment conditions elsewhere in the Group when determining remuneration for executive Directors. However, the Committee does not currently consult specifically with employees on the executive remuneration policy. CONSIDERATION OF SHAREHOLDER VIEWS When determining remuneration, the Committee takes into account the views of our shareholders and ‘best practice’ guidelines set by shareholder representative bodies. As part of their consideration of the new remuneration policy, the Committee consulted widely with the Company’s major institutional shareholders and their representative bodies. The Committee always welcomes feedback from shareholders on the Company’s remuneration policy. Detail on the votes received on the remuneration policy and Annual Report on Directors’ Remuneration at the previous annual general meeting is provided in the Annual Remuneration Report. EXTERNAL DIRECTORSHIPS The Committee acknowledges that executive Directors may be invited to become independent non-executive directors of other listed companies which have no business relationship with the Company and that these roles can broaden their experience and knowledge to Halma’s benefit. Executive Directors are permitted to accept one such appointment with the prior approval of the Chairman. Approval will only be given where the appointment does not present a conflict of interest with the Group’s activities and the wider exposure gained will be beneficial to the development of the individual. Where fees are payable in respect of such appointments, these are retained by the executive Director. Andrew Williams is a non-executive director of Capita plc. Fees paid to him during the period to 2 April 2016 were £64,000 (2015: £16,000). Halma plc Annual Report and Accounts 2016 81
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Halma plc Annual Report and Account
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Highlights Another record year of r
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Infrastructure Safety Products whic
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Revenue from outside the USA, UK an
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Our decentralised organisational st
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INCREASING HEALTH AND SAFETY REGULA
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INCREASING DEMAND FOR LIFE-CRITICAL
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Acquisition focus Insight Our marke
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Insight Trapped key interlocking is
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Insight Regulations around the worl
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Insight People are living longer th
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Insight Many processes rely on prec
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Resources and relationships Committ
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GROW INNOVATE ACQUIRE EMPOWER STRAT
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INNOVATE GROW ACQUIRE EMPOWER STRAT
Page 31 and 32: process and one which is subject to
Page 33 and 34: Mitigation Increased risk No change
Page 35 and 36: Mitigation Increased risk No change
Page 37 and 38: a considerable impact on the oil an
Page 39 and 40: towards the use of more sensors, no
Page 41 and 42: A third of American adults suffer f
Page 43 and 44: Today 1.8 billion people drink faec
Page 45 and 46: Adjusted profit bridge £m 160 155
Page 47 and 48: fell from 21% to 20% this year, and
Page 49 and 50: The Group accounts for post-retirem
Page 51 and 52: ENVIRONMENTAL MANAGEMENT SYSTEM (EM
Page 53 and 54: In return, we offer: • The opport
Page 55 and 56: Our intention is to create effectiv
Page 57 and 58: PEOPLE AND CULTURE I reported in la
Page 59 and 60: CAROLE CRAN NON-EXECUTIVE DIRECTOR
Page 61 and 62: Corporate Governance Report Leaders
Page 63 and 64: Board governance structure Board Pr
Page 65 and 66: October 2015 • Group strategic pe
Page 67 and 68: The Board and Committee evaluations
Page 69 and 70: Jane Aikman is in her final term, h
Page 71 and 72: Audit Committee COMMITTEE CHAIRMAN
Page 73 and 74: POLICY ON AUDITOR INDEPENDENCE AND
Page 75 and 76: Remuneration Committee COMMITTEE CH
Page 77 and 78: REMUNERATION POLICY The remuneratio
Page 79 and 80: Opportunity Maximum opportunity: 15
Page 81: EXECUTIVE DIRECTOR SERVICE CONTRACT
Page 85 and 86: SINGLE FIGURE OF TOTAL REMUNERATION
Page 87 and 88: The three-year period over which th
Page 89 and 90: PERCENTAGE CHANGE IN CEO REMUNERATI
Page 91 and 92: Date of grant As at 28 March 2015 G
Page 93 and 94: Other Statutory Information ACTIVIT
Page 95 and 96: The Companies Act 2006 also require
Page 97 and 98: Directors’ Responsibilities The D
Page 99 and 100: Risk Impairment of the carrying val
Page 101 and 102: AN OVERVIEW OF THE SCOPE OF OUR AUD
Page 103 and 104: Respective responsibilities of dire
Page 105 and 106: Consolidated Statement of Comprehen
Page 107 and 108: Consolidated Statement of Changes i
Page 109 and 110: Consolidated Cash Flow Statement Co
Page 111 and 112: Accounting Policies continued KEY A
Page 113 and 114: Critical accounting judgements Good
Page 115 and 116: Segmental reporting An operating se
Page 117 and 118: Accounting Policies continued Cash
Page 119 and 120: Cash and cash equivalents Cash and
Page 121 and 122: Notes to the Accounts continued 1 S
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Page 125 and 126: Notes to the Accounts continued 3 N
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Notes to the Accounts continued 12
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26 FINANCIAL INSTRUMENTS continued
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26 FINANCIAL INSTRUMENTS continued
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Company Statement of Changes in Equ
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Notes to the Company Accounts conti
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C12 RESERVES The Capital redemption
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C14 EXPLANATION OF TRANSITION TO FR
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2009/10 £000 2010/11 £000 2011/12
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Principal locations Telephone E-mai
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Principal locations Telephone E-mai
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DIVIDEND REINVESTMENT PLAN The Comp
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