20645_Scapa_AR_160504
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CORPORATE GOVERNANCE<br />
Purpose Operation Maximum opportunity Performance measures<br />
SAYE SCHEME<br />
Reward execution of<br />
<strong>Scapa</strong>’s strategy and growth<br />
in shareholder value over a<br />
multiple-year period.<br />
All UK employees are eligible to<br />
join this savings related share<br />
option scheme, which is<br />
approved by HM Revenue and<br />
Customs. The Company grants<br />
each participant an option to<br />
subscribe for <strong>Scapa</strong> shares at an<br />
option price per share which is<br />
set at the commencement of the<br />
scheme. The option price is at a<br />
discount to the market price on<br />
the date of grant.<br />
Participation limits are set by<br />
HM Revenue and Customs.<br />
Although the participation limit<br />
on SAYE schemes has been<br />
increased to £500 per month,<br />
the limit applicable to the<br />
current SAYE scheme is £250<br />
per month.<br />
None.<br />
On a change of control of the<br />
Company, options shall be<br />
exercisable.<br />
CHAIRMAN AND NON-EXECUTIVE DIRECTOR FEES<br />
Provide an appropriate<br />
reward to attract and retain<br />
high calibre individuals.<br />
Neither the Chairman nor<br />
any of the Non-Executive<br />
Directors are entitled to a<br />
bonus or benefits and their<br />
fees are not performance<br />
related.<br />
The fee for the Chairman reflects<br />
the level of commitment and<br />
responsibility of the role.<br />
The fee is paid monthly in cash<br />
and is inclusive of all committee<br />
roles.<br />
Non-Executive Directors’ fees are<br />
set at a level that ensures the<br />
Company can attract and retain<br />
individuals with the required skills,<br />
experience and knowledge to<br />
enable the Board effectively to<br />
carry out its duties. Non-<br />
Executive Directors’ remuneration<br />
comprises a base fee together<br />
with an additional fee for chairing<br />
one or more Board committees<br />
and a further fee for the role of<br />
Senior Independent Director.<br />
Set at a level which reflects the<br />
commitment and contribution<br />
expected from the Chairman<br />
and Non-Executive Directors,<br />
and is appropriately positioned<br />
against comparable roles in<br />
companies of a similar size<br />
and complexity.<br />
Actual fee levels are disclosed<br />
in the Directors’ Annual<br />
Remuneration Report for<br />
the relevant financial year.<br />
Benchmarked externally from<br />
time to time as appropriate.<br />
55<br />
ANNUAL REPORT AND ACCOUNTS 2016 SCAPA GROUP PLC
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