Henderson Strata Investments plc - Henderson Global Investors

16 Henderson Strata Investments plc Report & Accounts 2006
Directors’ Remuneration Report
Introduction
The Directors’ Remuneration Report (“the Report”) is
prepared in accordance with Schedule 7A of the
Companies Act 1985 (“the Act”) in respect of the year
ended 31 October 2006. An ordinary resolution to approve
the Report will be put to the Annual General Meeting on
15 February 2007. The Act requires the auditors to report
to the Company’s members on certain parts of the Report
and to state whether in their opinion those parts of the
Report have been properly prepared in accordance with
the Act. Therefore the Report has been divided into
separate sections for audited and unaudited information.
UNAUDITED INFORMATION
Consideration by the directors of matters relating to
directors’ remuneration
The Board as a whole considered the directors’
remuneration. The Board has not appointed a committee
to consider matters relating to the directors’ remuneration.
The Board has not been provided with advice or services
by any person in respect of its consideration of the
directors’ remuneration (although the directors expect
from time to time to review the fees paid to the boards of
directors of other investment trust companies, as it did
during 2006).
Statement of the Company’s policy on directors’
remuneration
The Board consists entirely of non-executive directors who
meet at least four times a year to deal with the important
aspects of the Company’s affairs. Directors’ appointments
are reviewed formally every three years by the Board as a
whole. None of the directors has a contract of service or a
contract for services and a director may resign by notice in
writing to the Board at any time; there are no set notice
periods. The Company’s policy is for the directors to be
remunerated in the form of fees, payable quarterly in
arrears, to the director personally or to a third party
specified by him or her. There are no long term incentive
schemes and the fees are not specifically related to the
directors’ performance, either individually or collectively.
The Company’s policy is that the fees payable to the
directors should reflect the time spent by the Board on the
Company’s affairs and the responsibilities borne by the
directors and should be sufficient to enable candidates of
high calibre to be recruited. The policy is for the Chairman
of the Board and the Chairman of the Board’s Audit
Committee to be paid higher fees than the other directors
in recognition of their more onerous roles.
The Company’s articles of association limit the total fees
payable to the directors to £75,000 per annum. The
directors’ fees were increased, with effect from 1 July
2006, as follows: the Chairman from £12,500 to £15,000
per annum, the Chairman of the Audit Committee (a
position until March 2006 held by the Chairman) from
£8,000 to £12,500 per annum and the other directors
from £8,000 to £10,000 per annum. The policy is to
review these rates from time to time, although such review
will not necessarily result in any change to the rates.
Directors’ and officers’ liability insurance cover is held by
the Company in respect of the directors.
Performance graph
1,800
1,500
1,200
900
600
300
0
2001 2002 2003 2004 2005 2006
Henderson Strata Investments plc share price total return,
assuming the investment of £1,000 on 31 October 2001 and
the reinvestment of all dividends (excluding dealing expenses).
FTSE SmallCap (excluding investment companies) Index,
assuming the notional investment of £1,000 into the Index on
31 October 2001 and the reinvestment of all income (excluding
dealing expenses).
Source: Datastream
The FTSE SmallCap (excluding investment companies)
Index is selected because it was the Company’s benchmark
for over three years of the five year period covered by
the graph.