Remuneration Report
Introduction
In preparing this report, the Committee has complied with the
Directors’ Remuneration Report Regulations 2002 (the
Regulations) and the Combined Code on Corporate Governance (the
Code) as appended to the Listing Rules of the UK Listing Authority.
A resolution to approve the report will be proposed at the
forthcoming Annual General Meeting of the Company.
The Regulations require the Auditors to report to the
Company’s members on the ‘auditable part’ of the
Remuneration Report and to state whether, in their opinion, that
part of the report has been properly prepared in accordance with
the Companies Act 1985 (as amended by the Regulations). The report
has therefore been divided into separate sections for unaudited and
audited information. Within the unaudited section, the report deals
with the remuneration policy that is to be followed from 1 January
2008.
Unaudited information
Remuneration Committee
The Company has established a Remuneration Committee (the
Committee) in accordance with the recommendations of the Code. The
names of members of the Committee during the year are given below.
The Committee was chaired by Mr Brown and all members served on the
Committee throughout the year, except where indicated.
Committee members
E G F Brown (Chairman)
Dr K Bond
R A Franklin (Appointed 19 July 2007)
K F Payne
R T Scholes
The Committee’s terms of reference are available on the
Group’s website and on request from the Company Secretary.
The principal function of the Committee is to agree the framework
and policy for the remuneration of the Group’s senior
management and to determine, on behalf of the Board, the
remuneration packages of the Executive Directors. The Committee is
also responsible for monitoring the level and structure of
remuneration for senior management and for annually reviewing and
noting remuneration trends across the Group. As more than 90% of
the workforce is based outside the UK, remuneration packages for
the Group’s senior management will vary according to local
market norms and conditions.
No member of the Committee has any personal financial interest
(other than as a shareholder), conflict of interest arising from
cross-directorships or day-to-day involvement in running the
business. No Director plays a part in any discussion about his own
remuneration. As discussed in the Corporate Governance Report on
pages 42 to 45, the Board considers all members of the Remuneration
Committee to be Independent Directors.
The frequency of, and attendance at, meetings of the Committee
during the year is shown in the Corporate Governance Report on page
43.
In determining the Executive Directors’ remuneration for
the year, the Committee has consulted Dr West, the Chairman and Mr
Atkinson, the Chief Executive about its proposals, except (in the
case of Mr Atkinson) in relation to his own remuneration.
During the year, the Committee has received advice on Executive
Directors’ remuneration from New Bridge Street Consultants
LLP (NBSC), who were appointed by the Committee and who have also
advised the Company on the valuation of share-based payments.
View the full Remuneration Report in PDF format
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