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Shaftesbury AR 2017 LR

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GOVERNANCE <strong>Shaftesbury</strong> Annual Report <strong>2017</strong><br />

Remuneration<br />

report<br />

THE LEVEL AND<br />

COMPONENTS OF<br />

REMUNERATION<br />

PROCEDURE<br />

KEY RESPONSIBILITIES<br />

• Determine the terms of<br />

employment and remuneration<br />

for executive directors and<br />

the Company Secretary.<br />

• Ensure that the executive<br />

directors are remunerated<br />

fairly and responsibly with the<br />

long-term interests of the<br />

Company in mind.<br />

• Consider the appropriateness<br />

of the directors’ remuneration<br />

framework against<br />

arrangements for other<br />

employees.<br />

• Review the remuneration<br />

policy every three years.<br />

• Approve the design, targets<br />

and outcomes for the annual<br />

bonus schemes and share<br />

incentive schemes.<br />

• Ensure that the remuneration<br />

report and disclosure of director<br />

remuneration is simple to read<br />

and understand, accurate and<br />

complete.<br />

Dear shareholder<br />

We have reported another strong set of results which<br />

has delivered growth in income and the value of the<br />

business. We have continued intensive asset<br />

management of our portfolio and completed important<br />

refinancing initiatives, as summarised in the Strategic<br />

Report on page 56. Against the backdrop of this<br />

performance, the Committee’s main decisions during<br />

the year related to the following elements:<br />

Annual bonus outcomes<br />

At the beginning of each year, we set financial and<br />

operational targets for the annual bonus scheme<br />

which align with the Group’s long-term strategy. Where<br />

projects extend for periods beyond the financial year,<br />

annual targets are set to assess progress towards<br />

achievement of the ultimate objectives. In setting<br />

targets, we use the Group’s KPIs which drive value<br />

through the delivery of long-term rental growth.<br />

The outcome of performance against our targets<br />

was 55% of the maximum potential award. The <strong>2017</strong><br />

bonus targets are disclosed in full on page 94.<br />

Each executive director has elected to receive his<br />

award solely in the form of deferred shares, and will<br />

therefore receive an award under the Deferred<br />

Annual Share Bonus Scheme of 82.5% of salary in<br />

December <strong>2017</strong>, which will vest in December 2020.<br />

REMUNERATION<br />

I am pleased to present our <strong>2017</strong> remuneration report.<br />

The remuneration policy sets out our approach<br />

to the reward of executive and non-executive<br />

directors. Our aim is to provide a remuneration<br />

structure which is fair, with incentives aligned<br />

with the Group’s strategy and long-term objectives,<br />

and which encourages executive continuity.<br />

2018 salary review<br />

Salaries of executive directors were reviewed and<br />

increases of 2% were approved, effective from<br />

1 December <strong>2017</strong>. This is below the average salary<br />

increases awarded to employees.<br />

2018 annual bonus<br />

The Committee reviewed the annual bonus<br />

framework for 2018 to ensure it remained aligned to<br />

the Group’s strategy and operational goals. We<br />

decided that the performance measures remained<br />

appropriate but would introduce two minor<br />

amendments to the calibration for the year ahead.<br />

First, we are increasing the weighting of the “growth<br />

in ERV” metric from 20% to 35% of the overall<br />

bonus to reflect the strategic importance of rental<br />

growth to the business. Second, for that ERV metric,<br />

we will introduce a target range with a payout scaled<br />

from threshold to maximum, depending on the<br />

performance achieved. This reflects feedback from<br />

our investors and is intended to make the target<br />

more stretching whilst also providing greater<br />

incentive to maximise performance within a range of<br />

potential outcomes. Targets will be fully disclosed<br />

retrospectively in next year’s report.<br />

KEY ACTIVITIES<br />

• Set annual bonus targets<br />

• Annual bonus outcomes<br />

• Annual review of<br />

remuneration policy<br />

• Ratify LTIP vesting<br />

• LTIP grant approval<br />

• Committee report<br />

86<br />

NOVEMBER 2016<br />

(2 MEETINGS)

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