20645_Scapa_AR_160504

CORPORATE GOVERNANCE
REMUNERATION COMMITTEE
ACTIVITIES
During the year under review, the
Committee met formally on six
occasions and all members were
present at each meeting. We took
advice from Deloitte LLP on the Value
Creation Plan and from KPMG LLP on
trends in executive remuneration. The
key activities of the Committee during
the year were:
> > Review of the Directors’
Remuneration Policy and
identification of the need for a
new long term incentive plan to
reward exceptional growth in
shareholder value
> > Consideration of the terms of a
new long term incentive plan to
reward exceptional growth in
shareholder value
> > Liaising with top ten shareholders for
views on the proposed Plan, refining
the Plan and issuing a Circular to
shareholders to call a General
Meeting to approve the Plan and
consequent amendments to the
Directors’ Remuneration Policy
> > Consideration of the levels of pay
and benefits for the Executive
Directors and Executive Team
> > Consideration of the impact of
changes to legislation affecting
pension contribution allowances
> > Consideration and approval of exit
terms for Executive Directors and
Senior Executives leaving the
business
> > Review of corporate governance
developments in the area of
executive remuneration
> > Assessment of performance targets
and outcome against annual bonus
and LTIP targets for the Executive
Directors and Executive Team
BOARD CHANGES
During the year Mr Edwards gave notice
of his intention to retire as Group Finance
Director with effect from 30 April 2016.
Following his retirement, he will be entitled
to receive an annual bonus in respect of
financial year ending 31 March 2016 at the
rate of 100% of salary, which will be paid in
June 2016. Mr Edwards will also be entitled
to exercise awards made under the PSP in
2013, to the extent they vest in July 2016. All
other awards under the PSP and SAYE will
lapse the date he ceases to be employed by
the Company and he will not be entitled to
participate in the FY2017 bonus scheme.
The Committee approved the remuneration
for Graham Hardcastle, who joined the Board
on 1 February 2016 and assumed the role of
Group Finance Director on 1 May 2016.
M T SAWKINS
CHAIRMAN OF THE REMUNERATION
COMMITTEE
24 MAY 2016
51
ANNUAL REPORT AND ACCOUNTS 2016 SCAPA GROUP PLC