Page 170 - Sigmaroc Annual-Report 2023

SIGMAROC ANNUAL REPORT 2023 GOVERNANCE REPORT
Remuneration Committee Report
Annual bonus
The payment of a bonus for the year in which the executive director leaves is determined by the Remuneration Committee, taking into consideration their contribution up to the leaving date and normal pro-rating for time in service during the year.
Other payments
In appropriate circumstances, other payments may also be made, such as in respect of accrued holiday and outplacement and legal fees.
RECRUITMENT POLICY
The Remuneration Committee will seek to ensure that when appointing a new executive director, their remuneration arrangements are in the best interests of the Company, and not more than is appropriate. The Committee will determine a new executive director’s remuneration package in line with the policy set out above, however discretionary awards may be made in appropriate circumstances, such as:
• An interim appointment to fill a role on a short-term basis;
• Provide relocation, travel and subsistence payments;
• Reflect remuneration arrangements provided by a previous employer; and
• Reimbursement of costs incurred as a consequence of resigning from their previous employment.
EXTERNAL APPOINTMENTS FOR EXECUTIVE DIRECTORS
The Company recognises that its executive directors may be invited to become non-executive directors of other companies. Such non-executive duties can broaden a director’s experience and knowledge which can benefit SigmaRoc. Subject to approval by the Board, executive directors are allowed to accept non-executive appointments, provided that these appointments are not likely to lead to conflicts of interest, and the Committee will consider its approach to the treatment of any fees received by executive directors in respect of non-executive roles as they arise.
CONSIDERATION OF SHAREHOLDERS’ VIEWS
The Committee is committed to an ongoing dialogue with Shareholders and welcomes feedback on directors’ remuneration. The Committee seeks to engage directly with major Shareholders and their representative bodies on changes to the policy. The Committee will also consider Shareholder feedback received in relation to the
remuneration-related resolution to be put forward at this year’s AGM. This, together with any additional feedback received from time to time (including any updates to Shareholders’ remuneration guidelines), is then considered as part of the Committee’s annual review of remuneration policy and its implementation.
In its 2021 review of executive remuneration the Committee conducted a comprehensive consultation exercise which elicited feedback from the Company’s largest Shareholders. The Committee was very grateful for the views received. The feedback, which was largely positive, was used constructively to shape our remuneration arrangements.
CONSIDERATION OF EMPLOYMENT CONDITIONS ACROSS THE GROUP
The Committee closely monitors the pay and conditions of the wider workforce, and the design of the directors’ remuneration policy is informed by the policy for employees across the Group.
While employees are not formally consulted on the design of the directors’ remuneration policy, the Board will receive views through our designated workforce representative on a variety of areas including pay.
DIFFERENCES IN PAY POLICY FOR EXECUTIVE DIRECTORS COMPARED TO EMPLOYEES
As for the executive directors, general practice across the Group is to recruit employees at competitive market levels of remuneration, incentives and benefits to attract and retain employees, accounting for national and regional talent pools. When considering salary increases for directors, the Committee considers salary increases and pay and employment conditions across the wider workforce. The pension contribution for executive directors is consistent with that for the general workforce. Senior employees can earn annual bonuses for delivering exceptional performance, with corporate performance measures aligned to those set for the executive directors. All UK based employees, including the executive directors, have the opportunity to participate in the tax-approved share incentive plans.
There are some differences in the structure of the remuneration policy for the executive directors compared to that for other employees within the organisation, which the Committee believes are necessary to reflect the differing levels of seniority and responsibility. At senior levels, remuneration is increasingly long-term, and ‘at risk’ with an increased emphasis on performance-related pay and share- based remuneration. This ensures the remuneration of the executives is aligned with both the long-term performance of the Company and the interests of Shareholders.