Highlights for 2018
The table below provides a summary total single figure of remuneration for 2018. Further details are set out on in the Annual Report on Remuneration.
|Executive Director||Total 2018|
This table briefly summarises the highlights of the Directors' remuneration arrangements for the financial year.
|Base Pay and Benefits||Pensions||AIP||Long-Term Incentives||All-Employee Schemes|
Base pay increase of 3% for the Executive Directors, in line with other employees.
Non-Executive Director base fees were increased by 4% in the period.
Read more on base pay and benefits.
Company contributions to pensions for Executive Directors did not change during the period.
Read more on pensions.
Total bonus earned by Executive Directors for 2018 based on achievement of 68.75% to 71.75% of performance target, was £1,561,000.
Read more on AIP.
Awards were granted under the LTIP.
For the 2016 LTIP awards, which are due to vest in March 2019, achievement was 50%.
Read more on LTIP.
Ongoing participation in the SIP and Sharesave schemes.
Read more on SIP.
2018 Annual Incentive Plan (AIP)
Under this plan, the Chief Executive Officer had a maximum bonus opportunity of 125% of salary and the other Executive Directors had a maximum opportunity of 100% of salary. A summary of the outcomes is as follows. Further details are set out on in the Annual Report on Remuneration.
(6.25% of award payable)
(25% of award payable)
(% total award)
|Retail gross sales||10.6|
|No of Solutions deals||25|
2016 Long Term Incentive Plan (LTIP)
Under this plan, the Chief Executive Officer was granted an award of 200% of salary and the other Executive Directors were granted 150% of salary, with the exception of Neill Abrams who was granted an award of 120% of salary. A summary of the outcomes is as follows. Further details are set out on in the Annual Report on Remuneration.
(12.5% of award payable)
(25% of award payable)
(% total award)
|2018 Retail revenueA||0|
|2018 Adjusted Retail EBT||0|
|Platform operating efficiency||25|
|Platform capital efficiency||25|
The membership and attendance of the Remuneration Committee, together with the appointment dates, are set out below:
Remuneration Committee member since 1 March 2016
Remuneration Committee member since 9 March 2010
Remuneration Committee member since 3 October 2011
* Andrew Harrison did not attend one meeting due to a prior long-standing commitment and one meeting due to family circumstances.
Actual meetings attended
Possible meetings the Director could have attended
Description of the Remuneration Committee
This section of the Directors' Remuneration Report describes the membership of the Remuneration Committee, its advisers and principal activities during the period. It forms part of the Annual Report on Remuneration section of the Directors' Remuneration Report.
As required under the Terms of Reference, the Remuneration Committee has three members, all of whom are independent Non-Executive Directors, and holds a minimum of two meetings a year. The biography of each member of the Remuneration Committee is set out in the Directors' Report.
Other attendees at the Remuneration Committee meetings included the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the People Director and the external adviser to the Remuneration Committee. The Chairman, the Executive Directors, and other attendees are not involved in any decisions of the Remuneration Committee and are not present at any discussions regarding their own remuneration. The Deputy Company Secretary is secretary to the Remuneration Committee.
During the period, the Remuneration Committee and the Company retained independent external advisers to assist them on various aspects of the Company's remuneration and share schemes as set out below:
|Adviser||Retained by||Services Provided to the Remuneration Committee||Other Services Provided by PwC|
|PricewaterhouseCoopers LLP||Remuneration Committee||Executive remuneration advice including a new policy and schemes for 2019 and benchmarking review of Executive Director remuneration. Appointment effective from June 2017. Advice on a range of remuneration issues for the Company.||Advice on a range of issues for the Company, including: cyber security, risk management, accounting advice and transaction consulting.|
PricewaterhouseCoopers LLP Re-appointment and Review
The Remuneration Committee considered the re-appointment of PricewaterhouseCoopers LLP ("PwC"). This review took into account PwC's effectiveness, independence, period of appointment and fees. PwC were appointed by the Remuneration Committee in 2017 following a tender process led by the Remuneration Committee.
The Remuneration Committee reviewed the performance of PwC based on feedback from members of the Remuneration Committee and management. The criteria for assessing their effectiveness included their understanding of business issues and risks, their knowledge and expertise and their ability to manage expectations. The Remuneration Committee concluded that the performance of PwC remained effective.
The Remuneration Committee considered the independence and objectivity of PwC. PwC have provided assurances to the Remuneration Committee that they have effective internal processes in place to ensure that they are able to provide remuneration consultancy services independently and objectively. PwC confirmed to the Company that they are a member of the Remuneration Consultants Group and as such operate under the code of conduct in relation to executive remuneration consulting in the UK. The Remuneration Committee is, following its annual review, satisfied that PwC have maintained independence and objectivity.
For the period, £161,833 in advisory fees were paid or payable to PwC for services provided to the Remuneration Committee. The basis for this is a fixed retainer fee and a time-based fee for additional work including the 2019 Directors' Remuneration Policy.
Following the review by the Remuneration Committee, it was agreed that PricewaterhouseCoopers LLP should be re-appointed.
Other Support for the Remuneration Committee
In addition to the external advice received, the Remuneration Committee consulted and received reports from the Company's Chief Executive Officer, the Chief Financial Officer, the Chairman, the People Director and the Deputy Company Secretary. The Remuneration Committee is mindful of the need to recognise and manage conflicts of interest when receiving views and reports from, or consulting with, the Executive Directors or members of senior management.
How the Committee Spent its Time in 2018
The Remuneration Committee has, under its terms of reference, been delegated responsibility for setting remuneration for all of the Executive Directors, the Chairman and the Company Secretary. This is outlined in the Corporate Governance Statement. In line with its terms of reference, the Remuneration Committee's work during the period included the following:
- approving the Directors' Remuneration Report;
- approving the Directors' Remuneration Policy;
- consulting with shareholders on the proposed 2019 Directors' Remuneration Policy;
- reviewing performance under the 2017 AIP and consideration of any bonuses payable;
- approving the 2018 AIP performance targets;
- approving the 2018 LTIP awards and performance targets;
- reviewing performance against LTIP awards;
- receiving executive remuneration advice from advisers in respect of a range of matters considered by the Remuneration Committee during the year;
- receiving a report from the Company Secretary on the implications of the 2018 Code;
- receiving a report on Group-wide and management remuneration for 2018;
- consulting the Chief Executive Officer and the Chairman on performance and remuneration of the Executive Directors;
- receiving reports from advisers on senior executive pay, market themes and trends;
- receiving a report on the Group's share schemes and plans for 2019;
- receiving a report on shareholder feedback on the 2017 annual report and 2018 annual general meeting; and
- reviewing the performance of advisers.
The Remuneration Committee's work also included monitoring and considering the level and structure of remuneration for the Management Committee. Ultimate decision-making responsibility for the remuneration of the Management Committee lies with the Chief Executive Officer. This approach still gives the Remuneration Committee necessary visibility of senior management remuneration to enable it to formulate appropriate policy and make decisions regarding Executive Director remuneration, but allows the Chief Executive Officer, who is best placed to make remuneration decisions about the management team, the flexibility to do so. In line with the 2018 Code, the Remuneration Committee will set remuneration for the Management Committee in future years.
The Remuneration Committee carried out a review of its terms of reference during the period, which did not result in any changes.
In addition to the activities of the Remuneration Committee, the Executive Directors and the Chairman reviewed the remuneration arrangements of the Non-Executive Directors.
See Alternative Performance Measures