2009 Annual Report - CRH

Report on Directors’ Remuneration continued
Participants in the Plan are not entitled to any dividends (or other distributions
made) and have no right to vote in respect of the shares subject to the award,
until such time as the shares vest. Details of awards to Directors under the Plan
are provided on page 56.
Under the terms of the Share Option Scheme approved by shareholders in May
2000 (the 2000 Share Option Scheme), two tiers of options have been available
subject to different performance conditions as set out below:
(i) Exercisable only when EPS growth exceeds the growth of the Irish Consumer
Price Index by 5% compounded over a period of at least three years
subsequent to the granting of the options (Basic Tier).
(ii) Exercisable, if over a period of at least five years subsequent to the granting of
the options, the growth in EPS exceeds the growth of the Irish Consumer Price
Index by 10% compounded and places the Company in the top 25% of EPS
performance of a peer group of international building materials and other
manufacturing companies. If below the 75th percentile, these options are not
exercisable (Second Tier).
With the introduction of the Performance Share Plan, the Remuneration
Committee decided that no further Second Tier share options should be granted
under the 2000 Share Option Scheme; however, Basic Tier options continued to
be issued. Grants of share options were at the market price of the Company’s
shares at the time of grant, and were made after the final results announcement
ensuring transparency.
The percentage of share capital which can be issued under the Performance
Share Plan and share option schemes, and individual share option grant limits,
comply with institutional guidelines.
Review of Compensation Arrangements/New Share Option Scheme
During 2009, the Remuneration Committee carried out a review of senior executive
remuneration, to ensure that the Company’s arrangements were aligned with
CRH’s business strategy and remained competitive with the external marketplace.
This followed a similar review in 2005, which led to amendments to the annual
bonus plan and the introduction of the Performance Share Plan. The Committee
concluded that no change was required to current remuneration arrangements.
However, as the 2000 Share Option Scheme expires in May 2010, it is proposed
to seek shareholder approval at the 2010 Annual General Meeting (AGM) for
the introduction of a new share option scheme (the New Scheme). If approved,
it is intended to grant options under the New Scheme following the AGM and
thereafter, subject to satisfactory performance, to award options annually ensuring
a smooth progression over the life of the New Scheme.
The proposed New Scheme will be based on one tier of options with a single
vesting test. The performance criteria for the scheme will be EPS-based. Vesting
will only occur once an initial performance target has been reached and, thereafter,
would be dependent on performance. In considering the level of vesting based
on EPS performance, the Remuneration Committee will also consider the overall
results of the Group. Performance targets for the initial grant of options have been
agreed with the Irish Association of Investment Managers, who have approved the
Scheme, and are as follows:
# the option award lapses if EPS growth over the three year target period is less
than 12.5% compounded over the period;
# 20% of the option grant shall be exercisable if compound EPS growth is equal
to 12.5%, while 100% shall be exercisable if compound EPS growth is equal
to 27.5%;
# subject to any reduction which the Remuneration Committee deems
appropriate, options vest between 20% and 40% on a straight-line basis if
compound growth is between 12.5% and 17.5%; and vest between 40% and
100% on a straight-line basis if compound growth is between 17.5% and
27.5%, which provides for proportionately more vesting for higher levels of
EPS growth.
52 CRH
The Remuneration Committee will have authority to set appropriate criteria for
each subsequent grant.
The Remuneration Committee believes that the introduction of the New Scheme will
continue to closely align management with shareholder goals as well as fostering the
attainment of superior performance and ensure that CRH can continue to recruit,
retain and motivate high quality executives across its global areas of operation.
A summary of the principal features of the New Scheme is included in the
circular sent to all shareholders, which includes the Notice of the 2010 Annual
General Meeting.
Non-executive Directors’ Remuneration
The remuneration of non-executive Directors, including that of the Chairman, is
determined by the Board of Directors as a whole. In determining the remuneration,
the Board receives recommendations from the Remuneration Committee in respect
of the Chairman and from the executive Directors in respect of the remaining
non-executive Directors. Remuneration is set at a level which will attract individuals
with the necessary experience and ability to make a substantial contribution to the
Company’s affairs and reflect the time and travel demands of their Board duties.
They do not participate in any of the Company’s performance-related incentive
plans or share schemes.
Pensions
Mr. Lee and Mr. Manifold are participants in a contributory defined benefit plan
which is based on an accrual rate of 1/60th of pensionable salary for each year of
pensionable service and is designed to provide two-thirds of salary at retirement
for full service. There is provision for Mr. Lee and Mr. Manifold to retire at
60 years of age.
The Finance Act 2006 established a cap on pension provision by introducing a
penalty tax charge on pension assets in excess of the higher of €5 million or the
value of individual accrued pension entitlements as at 7th December 2005. As
a result of these legislative changes, the Remuneration Committee decided that
Mr. Lee and Mr. Manifold should have the option of continuing to accrue pension
benefits as previously, or of choosing an alternative arrangement – by accepting
pension benefits limited by the cap – with a similar overall cost to the Group.
Both have chosen to opt for the alternative arrangement which involves capping
their pensions in line with the provisions of the Finance Act 2006 and receiving a
supplementary taxable non-pensionable cash allowance in lieu of pension benefits
foregone. These allowances are similar in value to the reduction in the Company’s
liability represented by the pension benefits foregone. They are calculated based
on actuarial advice as the equivalent of the reduction in the Company’s liability to
each individual and spread over the term to retirement as annual compensation
allowances. The allowances for 2009 are detailed in note (ii) on page 54.
Mr. Culpepper and Mr. Towe participate in defined contribution retirement plans in
respect of basic salary; and in addition participate in unfunded defined contribution
Supplemental Executive Retirement Plans (SERP) also in respect of basic salary,
to which contributions are made at an agreed rate, offset by contributions made
to the other retirement plan.
Since 1991, it has been the Board’s policy that non-executive Directors do not
receive pensions.
Directors’ Service Contracts
No executive Director has a service contract extending beyond twelve months.
No Director has a service contract that provides for any benefits on termination
of employment.
Directors’ Remuneration and Interests in Share Capital
Details of Directors’ remuneration charged against profit in the year are given in
the table across. Details of individual remuneration and pension benefits for the
year ended 31st December 2009 are given on page 54. Directors’ share options
and shareholdings are shown on pages 57 to 59.