Remuneration report

Pensions /

The Company aims to provide pension benefits in line with market practice and which allows executives to plan effectively for their retirement.

Both Jerry Buhlmann and Nick Priday are members of a UK Inland Revenue approved group personal pension plan scheme. Pensionable salary is limited to base salary excluding all bonuses and other benefits. Annual employer pension contributions or salary equivalent payments are shown in the audited Directors’ Remuneration table within this section.

It is intended to address the 2011 changes to the UK Pension Tax Relief by providing the quantity of the existing annual pension benefit which exceeds £50,000 per annum as a separate cash payment.

Service contracts /

Details of the service contracts of those who served as executive directors during the year are set out below. Apart from Harold Mitchell, whose appointment is for a 2 year term expiring on 17 November 2012, all executive directors have rolling service contracts which expire at normal retirement age unless terminated beforehand in accordance with the terms of the individual contract and contain non-compete obligations.

Name Contract date Notice period from Company Notice period from director
Jerry Buhlmann (appointed 02.06.08) 20.04.10 12 months 6 months
Nick Priday (appointed 01.09.09) 01.09.09 12 months 6 months
Robert Philpott (appointed 18.03.10) 20.06.02 12 months 12 months
Harold Mitchell (appointed 15.12.10) 15.03.11 6 months 6 months

Unless there are exceptional circumstances, it is the Company’s policy that notice periods to be given by the Company will not exceed 12 months. In addition, contracts will not include liquidated damages clauses and any termination benefits will be calculated on normal contractual principles taking into account a director’s duty to mitigate his loss.

Non-executive directors /

Non-executive directors, including the Chairman, are appointed under letters of engagement for an initial term of three years with a one month notice period. Renewal of appointments for a further term of three years is not automatic. The fees of the non-executive directors are approved at a board meeting at which the non-executive directors do not vote. Fees are based on time commitment and responsibility. Kepler Associates provided external market data when fee levels were last reviewed in 2008. The current fee structure, which has been in place since 2008 and applied throughout the year, is shown below.

Base fee £45,000
Plus:
Chairman of Audit Committee		 £10,000
Chairman of Remuneration Committee £10,000
Senior Independent Director £10,000

John Napier’s annual fee as Chairman in 2010 was £200,000. For undertaking the additional role of interim Chief Executive Officer he received an additional annualised fee of £300,000. Following Jerry Buhlmann’s appointment as Chief Executive Officer on 1 May 2010 the Remuneration Committee agreed that John Napier should continue to receive the additional annualised fee for the remainder of 2010 and that his annual fee as Chairman should be adjusted to £300,000 pa with effect from 1 January 2011. John Napier does not participate in any short term bonus or long term incentive arrangement and receives no pension contributions.

Non-executive directors do not receive benefits or pension contributions and do not participate in any incentive scheme. Dates of appointment and unexpired terms are shown below:

Non-executive
Director		 Date of first appointment
to the Board		 Date(s) of
re-appointment		 Unexpired term as at
16 March 2011
John Napier 30.06.08 15.03.11 3 years 3 months
John Brady 01.08.09 – 1 year 4 months
Simon Laffin 01.08.09 – 1 year 4 months
Martin Read 01.08.09 – 1 year 4 months
Charles Strauss 05.09.03 05.09.06 and 22.05.09 1 year 2 months
Lorraine Trainer 02.08.05 02.08.08 4 months
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