20645_Scapa_AR_160504

DIRECTORS’ REMUNERATION POLICY CONTINUED
RECRUITMENT REMUNERATION
ARRANGEMENTS
When recruiting a new Executive Director,
whether from within the organisation or
externally, the Committee will take into
consideration all relevant factors to ensure
that remuneration arrangements are in the
best interests of the Company and its
shareholders without paying more than is
necessary to recruit an executive of the
required calibre. The Committee will seek to
align the remuneration package offered with
the remuneration policy outlined above, but
retains discretion to make proposals on hiring
which are outside the standard policy. The
Committee may make awards on appointing
an Executive Director to compensate for
remuneration arrangements forfeited on
leaving the previous employer. In doing so,
the Committee will consider all factors
relevant to the forfeited arrangements, such
as the nature of the remuneration forfeited,
any performance conditions and time
periods over which they would have vested,
and any compensatory awards will be on a
comparable basis.
DIRECTOR SHAREHOLDING
GUIDELINES
All Executive Directors are expected to
build up over a reasonable period from
appointment, and hold, a minimum level of
shareholding in the Company equal to one
year’s salary. Non-Executive Directors are
expected to build up and hold a material level
of shareholding within a reasonable period of
appointment. This is considered an effective
way to align the interests of the Directors and
shareholders over the long term.
EXECUTIVE DIRECTOR SERVICE
CONTRACTS AND TERMINATION
PAYMENTS
Scapa’s Executive Director service contracts
entitle the Executive Directors to the fixed
elements of remuneration and to
consideration for variable remuneration each
year. The contracts have a rolling one-year
term and are terminable by the Company
on not more than 12 months’ written notice.
The Company may terminate an Executive
Director’s contract immediately with
payments in lieu of notice equivalent to 12
months’ salary plus contractual entitlements.
There are no express provisions for
compensation payable on early termination
of an Executive Director’s contract as at the
date of termination other than as set out
above. The Committee will seek to mitigate
the cost to the Company while dealing fairly
with each individual case. The Company may
contribute to the reasonable legal fees of
a Director in relation to any agreement to
cease employment.
It is the policy of the Company that all
executive appointments to the Board will
have contract notice periods no longer
than 12 months.
EXTERNAL APPOINTMENTS
It is the policy of the Company, which is
reflected in the contract of employment,
that no Executive Director may accept
any non-executive directorships or other
appointments without the prior approval of
the Board. Any outside appointments are
considered by the Nominations Committee
or the Board to ensure that they would not
give rise to a conflict of interest. It is the
Company’s policy that remuneration earned
from any such appointment may be retained
by the individual Executive Director.
REMUNERATION POLICY FOR THE
CHAIRMAN AND NON-EXECUTIVE
DIRECTORS
The Chairman and other Non-Executive
Directors are appointed under a letter of
appointment for an initial term of three years,
subject to earlier termination by either party
upon written notice. In each case, the letter
of appointment may be extended by mutual
consent. The Chairman and the Non-Executive
Directors are not contractually entitled to
termination payments. The letters of
appointment cover such matters as duties,
time commitment and other business interests.
The Remuneration Committee determines
the remuneration for the Chairman and
Non-Executive Directors within the limits set
in the Company’s Articles of Association.
The fee for the Chairman’s role takes into
account the time commitment required for
the role, the skills and experience of the
individual and market practice in comparable
companies. The Chairman’s fee is currently
set at £100,000 per annum.
The Non-Executive Director fees policy is to
pay a basic fee for membership of the Board,
with additional fees for the Senior
Independent Director and chairmanship
of a Committee to take into account the
additional responsibilities and time
commitments of these roles. The Non-
Executive Directors’ fee structure was
reviewed during the year by the Board and
no changes were proposed. The fee
structure, with effect from 1 May 2016,
remains as follows:
> > Basic fee – £40,000
> > Committee Chairman fee – £5,000
> > Senior Independent Director fee – £2,000
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SCAPA GROUP PLC ANNUAL REPORT AND ACCOUNTS 2016