Other executive director remuneration policies
Share ownership guideline
Executive directors are subject to guidelines which require them
to build a shareholding in IMI worth at least 250% of salary for
the Chief Executive, 150% of salary for the Finance Director and
200% of salary for Roy Twite. When assessing compliance with
this guideline the Committee reviews both the level of beneficial
share ownership and vested but unexercised share incentive
awards on a post-tax basis.
To the extent an individual does not meet their share ownership
guideline, up to half of any annual bonus is automatically
payable in shares and 50% of share awards must be retained.
Appointments to the board
Base salary will be set taking into account factors including
market levels, experience, internal relativities and cost.
The Committee may determine that an initial positioning
below market is appropriate and; in those circumstances,
realign base salary in the years following appointment, which
may result in an exceptional rate of increase in the short-term.
Any reliance on this principle will be noted at the time of
appointment. The theoretical maximum variable pay opportunity
that can be awarded in one year will be 600% of salary:
up to 200% in annual bonus and up to 400% in an IIP award.
As part of the appointments policy the Committee may also:
• continue with the provision of existing remuneration
components relating to pension, benefits and allowances
for internal appointments;
• provide benefits, allowances and/or payments related to
relocation; and/or
• make a long-term incentive award on appointment,
outside of the annual cycle, under existing shareholder
approved share plans and/or an individual award agreement
to provide an immediate interest in company performance.
The Committee will determine the level of any award,
performance conditions and time horizon informed by
the business circumstances at the time. The maximum
value of such an award will be 400% of salary.
Service contracts will be entered into on terms summarised
in the service contract policy (see below). As noted above,
the Committee would authorise the payment of a relocation
allowance as well as other associated international mobility
terms in line with IMI’s Global Mobility Policy.
The Committee may consider ‘buying–out’ incentive awards
that an individual forfeits in accepting the appointment up to
an equivalent value. To achieve this, the Committee’s preference
has been to use the existing shareholder approved plans.
When making their decision, the Committee will be informed
by the time horizons, value and performance targets associated
with any forfeited awards.
Service contract policy
From September 2013
Prior to September 2013 (Roy Twite)
Directors’ Remuneration Report (cont’d)
Notice period
12 months’ notice each way
Payment in lieu
of notice
As determined by the Committee, but restricted to salary,
benefits and pension. Directors have a duty to mitigate
Change of
control
No incremental payments or protection
Entitlements on
termination
No entitlement if leaving as a ‘bad leaver’ as set out in
the contract
Salary, contractual benefits and pension allowance as per
notice period
Committee power to make phased payments that would be
reduced or stopped if alternative employment is taken up
Notice period
12 months’ notice each way
Payment in lieu
of notice
At the Committee’s discretion
Change of
control
Bonus entitlement if a change in control has taken place
within the 24 months prior to termination
Entitlements on
termination
No entitlement if dismissed for cause or resignation
64
IMI plc
