Introduction
The Remuneration Committee presents the
Directors’ Remuneration Policy Report, which
will be put to shareholders for a binding vote
at the Annual General Meeting to be held on
7 May 2015. Subject to shareholder approval,
the effective date of this policy will be 8 May
2015. The intention of the Committee is that
the policy will remain in place for three years.
The remuneration policy comprises a number
of sections:
• an illustration of the sensitivity of pay outcomes
relative to IMI’s performance;
• a future policy table for executive directors,
which sets out the components of annual
remuneration;
• policies relating to other elements of executive
director remuneration, including recruitment,
service contracts, appointments and
terminations;
• remuneration policies that relate solely to the
Chairman and non-executive directors; and
• the contextual information considered by the
Committee when making decisions on
executive directors’ remuneration.
IMI’s remuneration philosophy
The Committee aims to ensure that remuneration
generally, and incentives in particular, provide
strong alignment between individual performance,
business performance and shareholder interests.
The remuneration policy also recognises that IMI
operates in global and highly competitive markets
with the vast majority of its activities outside the UK.
The policy is to provide competitive remuneration
packages to attract, motivate, reward and
retain executives of the calibre required, and to
align their interests with those of shareholders
by relating a significant component of the
remuneration package to performance.
The Committee believes it is important to
maintain the flexibility to respond to individual
circumstances. However, its normal approach
has been to pay salaries within appropriate
market competitive ranges, combined with
realistic potential for above-market total
compensation if performance is outstanding.
The policy of the Committee is to set performance
conditions for incentives which are both stretching
but also reasonably attainable in the environment
in which the Company is then operating.
Changes in the remuneration policy
In submitting a revised policy to shareholders
the only substantive changes, are as follows:
• the Share Matching Plan (‘SMP’) and
Performance Share Plan (‘PSP’) will not be
operating again and will be allowed to expire
without renewal, which was due in May 2015;
• the introduction of performance share awards
under a new plan, the IMI Incentive Plan (‘IIP’),
subject to approval at the 2015 AGM;
• adopting performance measures designed
to align with our strategy; and
• increases to the Share Ownership Guidelines
from 125% to 150% - 250% of salary and
mandated investment of 50% of net bonus
into shares and retention of half of vested
share awards until share ownership guidelines
have been met.
Details of decisions implemented in line with
both the 2014 and 2015 Remuneration Policies,
such as salary increases and changes to bonus
opportunity and the incentive plan performance
measures, are included in the Directors’
Remuneration Report.
Directors’ Remuneration Report
Directors’ Remuneration Policy
59
Strategic Review
Performance Review
Corporate Governance
Financial Statements
Introduction
Annual Report and Accounts 2014
