20645_Scapa_AR_160504

DIRECTORS’ REMUNERATION POLICY CONTINUED
Purpose Operation Maximum opportunity Performance measures
LONG TERM INCENTIVE PLAN AWARD
Reward execution of
Scapa’s strategy and growth
in shareholder value over a
multiple-year period.
Long-term performance
measurement discourages
excessive risk taking and
inappropriate short-term
behaviours, and encourages
Executive Directors and
Senior Executives to take a
long-term view by aligning
their interests with those
of shareholders.
The LTIP is designed to
retain Executive Directors
and Senior Executives over
the performance period of
the awards.
LTIP awards are made by the
Committee following discussion of
recommendations made by the
Chairman (for the Chief Executive’s
award) and the Chief Executive (for
the Group Finance Director’s and
Senior Executives’ awards).
Achievement of stretching
performance measures determines
whether and to what extent LTIP
awards will vest.
Awards vest three years after the
date of the award, subject to
achievement of performance
criteria. At vesting, the LTIP awards
are satisfied in Scapa shares.
Awards will typically lapse on
termination of employment,
although the Committee may
determine that awards may vest
after termination of employment, in
accordance with the plan rules and
taking into account performance
during the date of grant and date
of termination of employment.
Awards are made as a
percentage of salary up to
a maximum of 200%. In the
absence of exceptional
circumstances which the
Committee considers warrant
additional levels of award, the
PSP awards will be granted at
not more than 100% of salary
each year.
Performance is assessed
against delivery of long-term
financial performance. Existing
awards vest against growth in
EPS. Alternative or additional
criteria may be used to
determine future rewards.
In the event of a change of control
of the Company, awards shall vest
and be exercisable.
VALUE CREATION PLAN
Reward the Executive
Directors and other Senior
Executives to create
exceptional and sustainable
increases in shareholder
value during the five-year
period to 31 March 2020.
Awards are made by the
Committee to the Executive
Director and Senior Executives only.
Awards may vest before March
2020 in certain circumstances in
accordance with the rules of the
VCP in the event of a change of
control, other relevant corporate
event or in certain ‘good leaver’
circumstances.
The Committee has discretion to
operate the VCP in accordance
with its rules as approved by
shareholders.
Participants will share 5% of
the increase in value created
for shareholders above a share
price £1.95 up to a share price
of £5.00.
The Committee has discretion
to award additional shares (or
an equivalent cash amount) to
reflect the value of dividends
paid some or all of the vested
shares up until the release
date.
Share price growth, measured
on 31 March 2018 and
31 March 2020 using the
average closing price in
the 30 days ending on the
Measurement Date. Where an
award vests early as a result
of a change of control, other
relevant corporate event or in
“good leaver” circumstances,
the growth in share price will
be measured in accordance
with the VCP rules.
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SCAPA GROUP PLC ANNUAL REPORT AND ACCOUNTS 2016