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Directors’ Remuneration Report
Year ended 28 February 2011
44
Directors’ Remuneration Report
The Remuneration Committee
The Remuneration Committee (the Committee) makes
recommendations to the Board on the Company’s framework
for Executive remuneration and its cost. It approves on the
Board’s behalf the general recruitment terms, remuneration
benefits, employment conditions and severance terms for
Executive Management.
The Committee is chaired by Jesper Kjaedegaard and its
other member is Rodney Baker-Bates. All the Non-Executive
Directors are determined by the Board to be independent in
accordance with the Combined Code.
The Committee has retained Hewitt New Bridge Street (HNBS)
to advise it on Executive remuneration.
The Remuneration Committee met twice during the period
ended 28 February 2011.
Number of Remuneration Committee
meetings in the period
2
Member
Number of meetings attended
Rodney Baker-Bates
2
Jesper Kjaedegaard
2
Nick Watts
(resigned 07 March 2011)
2
Policy Statement on Executive Directors’ Remuneration
The Board’s policy for Executive Directors and key Executives’
remuneration is to:
>
Keep salaries and fixed pay at below market levels but move
them towards a market level over a period of years and to
reward performance through variable pay arrangements;
>
Use short and long term incentives to encourage
Executives to out-perform targets, thereby linking their
rewards to the interests of shareholders and other
stakeholders and giving them the opportunity to increase
their earnings;
>
Encourage Executives to hold shares in the Group; and
>
Overall, reward Executives fairly and responsibly for
their contribution to the Group’s short and long-term
performance and avoid paying more than is necessary
for achieving this objective.
The Company repays reasonable expenses to Non-Executive
Directors which are incurred to carry out their duties as
Directors.
Where Executive Directors serve as Non-Executive Directors
elsewhere they receive no remuneration.
Policy Statement on Non-Executive Directors’
Remuneration
The Group’s policy is to pay annual fees that reflect the
responsibilities placed upon Non-Executive Directors. Fees are
reviewed each year when account is taken of the level of fees
paid in companies of similar size and complexity. Additional
fees will be paid to the Chairman of the Audit Committee,
Remuneration Committee and Nomination Committee.
Non-Executive Directors will not participate in any annual
bonus or incentive plans, the pension scheme, healthcare
arrangements and the Company long-term incentive plans.
During the period to 28 February 2011 there was no increase
given to the fees paid to Non-Executive Directors.
Share Options Awarded to Directors
The Group issues share options under the Stobart’s Executive
Incentive Plan (SEEIP) by which Executive Directors are able
to subscribe for ordinary shares in the Group. Further details
of this plan can be found in note 23 to the financial
statements. The interests of the Directors in share options
under the SEEIP were as follows:
Director Exercise At 1 Granted Exercised Lapsed At 28
price March during during during February
2010 the Year the Year the Year
2011
£
No.
No.
No.
No.
No.
Ben Whawell
nil
425,000
- (150,000)*
- 275,000
After the year end, a further 105,360 options vested and 44,640 lapsed.
* At the date of the exercise the share price was 135p per share.
The other Executive Directors were not awarded share options
under the incentive plans as they hold significant shareholdings
in the Group.
No other Directors’ share options were exercised or lapsed in
the period ended 28 February 2011.
Non-Executive Directors’ Fees
For the period to 28 February 2011
Director
Total Fees
Total Fees
2011
2010
£’000
£’000
Rodney Baker-Bates
90.0
90.0
Michael Kayser
44.0
42.0
Jesper Kjaedegaard
40.0
20.4
Nick Watts
(resigned 07 March 2011)
47.0
44.7
Daniel Dayan
(resigned 07 March 2011)
40.0
20.4