Page 173 - Sigmaroc Annual-Report 2023

In 2022 the Committee introduced a minimum shareholding guideline for executive directors, whereby they are expected to build and maintain a shareholding equivalent to 75% of their base salary. Current holdings of Ordinary Shares by the executive directors represent cash investments made by them into the Company and no Ordinary Shares that they currently hold have been granted to them by the Company in connection with their employment. When that changes the Committee will reassess the minimum shareholding guideline and revise accordingly.
CEO REMUNERATION
The total remuneration figures, including annual bonus and vested PSP awards (shown as a percentage of the maximum that could have been achieved) for the CEO for each of the last five financial years are shown in the table below.
n/a
n/a
n/a
n/a
n/a
173
Year
CEO
CEO total remuneration £ '000
Annual bonus pay-out against maximum opportunity %
PSP vesting rates %
2023
Max Vermorken
1,132
100.0
2022
Max Vermorken
1,148
100.0
2021
Max Vermorken
1,223
100.0
2020
Max Vermorken
938
177.0
2019
Max Vermorken
689
100.0
1 Entitled to 100% but voluntarily offered to reduce due to COVID pandemic while achieving Group targets set prior to COVID pandemic.
IMPLEMENTATION OF POLICY IN 2024
Base salaries
Current base salaries for executive directors were established as part of the Committee review in 2021.
The Committee carefully considered base salaries for executive directors during 2023 and has proposed the following changes to be effective in 2024:
390 550 390
1 Including £15k car allowance which now forms part of base
The Committee also undertook a review of salaries across the broader Group toward the end of 2023 to ensure they remain commensurate, particularly given recent global inflationary trends and resulting cost of living pressures. Inflation rates by country, across multiple reference dates, were compared to recent and proposed changes to Group
workforce salaries and wages. While severity of, and responses to, cost-of-living increases varied by country across the Group, the Committee was satisfied that the changes implemented to date, and where applicable, those that were proposed, were fair and reasonable.
Non-Executive Directors’ Fees
The basic fee for the non-executive directors for 2023 was £50,000. For 2024 it is proposed that NEDs be paid a basic fee of £70,000, representing the substantial growth and development of the Group over the past 12 months.
Annual bonus
For 2024, the executive directors will have the opportunity to earn a bonus of up to 125% of their base salary. The bonus will be subject to stretching performance conditions based on underlying EPS (75%) and corporate objectives (25%). The performance targets contain confidential information and so are not disclosed on a prospective basis. The Committee propose to disclose the targets, and performance against them, retrospectively as was the case in 2023.
PSP AWARDS
The Committee does not expect to grant any further awards under the PSP in 2024.
This report was approved by the Board on 17 March 2024.
Simon Chisholm
Independent Non-Executive Director
Executive director
Base salary
20231 2024 £’000 £’000
David Barrett
390
Max Vermorken
490
Garth Palmer
390