Considerations taken into account when setting our
executive directors’ remuneration policy
Employment conditions at IMI
When setting the salaries for executive directors the Committee
takes into account a number of factors (as noted in the future
policy table on pages 61 to 63) and these include the broader
employment conditions within IMI. More specifically:
• the Committee reviews budgeted salary increases across the
Group on a country-by-country basis when assessing the
appropriateness of any increases for the Directors; and
• in making decisions the Committee also takes account of the
internal relativities against the reference group and within the
wider leadership group and general employee population.
Details of these comparison metrics will be included every year
in the Annual Remuneration Report.
The Committee did not consult with employees when preparing
the Directors’ Remuneration Policy for this Report.
Shareholder views
The Committee has a standard annual agenda item whereby
the feedback from shareholders and investor advisory bodies
is presented and discussed following the AGM. This feedback
is sought and collated by the Company Secretary. The feedback
that the Committee receives then informs discussions for the
formulation of future policy and subsequent remuneration
decisions. A formal shareholder consultation process was
undertaken in the Autumn of 2014 to gather investor feedback
on the revised remuneration policy, with the majority of
shareholders supportive.
Exceptional circumstances
The Committee retains the authority to make payments outside
those set out elsewhere in this Policy to the extent they are
needed in truly exceptional circumstances and were genuinely
unforeseen and thus are of an emergency nature.
This discretion will not be used in any recruitment of an
executive director, the policy and limits of which we have
described on pages 61 to 63 and if it is used to grant a variable
or performance-related award, the terms of that award will be
made within the limits of the stated policy on incentive awards.
Any such payments will be disclosed on a timely basis.
Chairman and non-executive directors
The table on page 67 summarises the policy with respect to the
remuneration of the Chairman and non-executive directors.
No component of remuneration is linked to performance,
there are no provisions for the recovery of sums paid or the
withholding of any payments and there are no provisions for
the Company to pay compensation on early termination.
Letters of appointment
The letters of appointment set out key duties, including
appropriate time commitments, provisions for induction
and familiarisation with the businesses and wider senior
management team and require approval for other directorships
and potential conflicts of interest.
There are no provisions for the Company to give notice, but
the Chairman is required to give three months’ notice to the
Company and non-executives one month. Subject to annual
election at the AGM, the initial period to first renewal is three
years. After six years, renewal is considered on an annual basis.
The letters of appointment are available for inspection at the
AGM and the Company’s registered office. Details of the dates
of appointments and unexpired terms are included in the
Corporate Governance Report on page 47.
Appointments to the Board
Any contractual terms will be consistent with those currently
adopted for existing non-executive directors. The Chairman and
non-executive directors are not eligible to receive any variable
pay. On appointment, fees for non-executive directors will be
consistent with the policy in place at the time of appointment.
If necessary, to secure the appointment of a new Chairman who
is not based in the UK, payments relating to relocation and/or
housing may be provided.
Directors’ Remuneration Report (cont’d)
66
IMI plc
