Remuneration Report
This report provides information on Directors’ remuneration. A resolution will be put to shareholders at the Company’s Annual General Meeting inviting them to approve this Report.
Remuneration policy
The Company’s overall policy aims are to:
- attract, develop, motivate and keep talented people at all levels throughout the Group;
- pay competitive salaries and benefits to all of its people;
- encourage the holding of shares in the Company as an effective way of aligning the interests of employees with those of shareholders; and
- focus remuneration arrangements to help each business in the Group meet its specific targets.
The Board’s policy for executive remuneration is to:
- pay a basic salary which is competitive with other companies of similar size and complexity;
- give executives the opportunity to increase their basic earnings by meeting and outperforming key short-term and long-term measures, thereby linking executive rewards to the Group’s performance and shareholder interests;
- encourage executives to hold shares in the Company; and
- reward executives fairly and responsibly for their contribution to the Group’s performance, without paying more than is necessary to achieve this objective.
In framing this policy, the Board has given full consideration to the provisions of the Combined Code on Corporate Governance (as updated in June 2006).
It is the Company’s policy that Executive Directors be permitted to hold one non-executive directorship with another company and that the fees payable in respect of the directorship are retained by the Executive Director. No Executive Director currently holds any such position with another company.
This report sets out the Company’s policy on Directors’ remuneration for 2008 and, so far as practicable, for subsequent years. The Committee considers that a successful remuneration policy needs to be sufficiently flexible to take account of future changes in the Group’s business environment and remuneration practice. Any change in policy for years after 2008 will be described in future Remuneration Reports.
The Remuneration Committee and its role
Andrew Dougal (Chairman of the Committee), William Korb, Cary Nolan and John Roques served on the Remuneration Committee throughout the year. Paul Withers joined the Remuneration Committee on 1 September 2007. All members of the Committee are independent Non-Executive Directors. The Committee met four times during the year covered by this report. The Chairman will continue to ensure the Company maintains contact, as necessary, with its principal shareholders about remuneration.
The Committee makes recommendations to the Board on the Group’s framework of executive remuneration and its cost. The Committee determines the specific remuneration packages for Executive Directors. The Company Chairman also attends all meetings of the Committee. No individual is present when his or her own position is discussed.
During the year the Committee received advice from Harriet Green in respect of the remuneration arrangements for other senior executives and from the Group HR Director in respect of remuneration arrangements generally. Having been appointed by the Committee, New Bridge Street Consultants (’NBSC’) provide general remuneration advice to the Committee and to the Company. The Chairman and other members of the Committee have direct access to advice from NBSC and the Chairman is informed of all material advice NBSC provide to the Company.
The current remuneration package
The current elements of remuneration for Executive Directors and senior executives for the year under review were and continue to be as follows.
Salary and benefits
The Committee reviews salaries in June each year, taking account of Group and personal performance and the salaries paid by companies of similar size and complexity. The Committee also takes account of the levels of pay awarded elsewhere in the Group. Changes to salaries take effect from 1 July each year.
The current base salaries for Harriet Green, Mark Whiteling and Laurence Bain are £430,000, £300,000 and £300,000 respectively.
The value of benefits for Executive Directors is included in the table of remuneration in this section. These benefits include a car allowance and life and health insurance for Harriet Green, Mark Whiteling and Laurence Bain. Laurence also received an expense allowance for part of the year. The value of each Executive Director’s benefits is assessable to income tax, but is not pensionable.
Short-term incentives
The Company operates an annual performance-related bonus scheme for Executive Directors and senior executives. The maximum bonus potential under the scheme during the financial year to 3 February 2008 is 120% of base salary for Harriet Green and 90% of base salary for Mark Whiteling and Laurence Bain. The maximum payment for Mark Whiteling and Laurence Bain was increased from 70% for the previous year as described in the notice of the Company’s Annual General Meeting for 2007. To achieve this maximum requires attainment of a number of business specific and personal targets. These targets include factors which the Board considers commercially sensitive and therefore not suitable for detailed disclosure but which are summarised as follows:
- Achievement of specified levels of operating profit for the financial year to 3 February 2008. 66.6% of each Director’s bonus is determined by reference to this;
- Achievement of budgeted cash flow targets;
- Achievement of a gross margin target;
- Other important business objectives relevant to the key elements of the Group’s strategy.
The Remuneration Committee is satisfied that the performance conditions for the annual bonus are relevant, stretching and designed to enhance shareholder value. The amounts stated in the table below on Directors’ Remuneration as paid to Harriet Green, Mark Whiteling and Laurence Bain in respect of their annual bonus reflect the extent to which the relevant targets were met. The actual operating profit achieved was above target resulting in the payment of 86% of the maximum available under this part of the bonus.
None of the bonuses referred to above are pensionable.
Long-term incentive arrangements
Following the changes approved by shareholders at the 2007 AGM, the only long-term incentive plan under which Executive Directors and other senior executives may now receive awards is the Performance Share Plan (”PSP”, referred to as the Long-term incentive plan or LTIP in previous reports) the key features of which are summarised below. Generally, the Company will no longer grant options under the Company’s Executive Share Option Scheme (ESOS) to individuals receiving awards under the PSP, although the Committee has reserved the power to make future grants under the ESOS in exceptional circumstances or to be competitive in local employment markets (for example, in the USA).
Performance share plan
Under the PSP, Executive Directors and senior executives are awarded rights to acquire ordinary shares. Each award made under the plan is subject to performance conditions which will determine how many (if any) of the shares under the award the participant is entitled to acquire after a three-year performance period. The maximum award which can be made to a participant in any year is equal to 150 percent of base salary.
There are two main performance conditions for awards made to Executive Directors. Half of each award is subject to a relative TSR performance condition measured over a three-year period. The growth in the Company’s TSR over this period is compared to that of the companies in the comparator group and the Company’s ranking among the comparator group determines the percentage of the relevant half of the award that will vest and become exercisable.
The comparator group consists of the FTSE 250 Index excluding banks, speciality and general financial, life insurance, investment trusts, mining, non-life insurance, oil and gas producers and real estate sector companies.
The other half of awards made to Executive Directors is subject to a performance condition requiring growth in the Company’s EPS. The relevant half of the award will not vest unless the annual compound growth rate of the Company’s EPS over the three-year performance period exceeds the annual compound growth rate of the UK Retail Prices Index (RPI) over the same period by 4 percent.
In addition, awards can only vest if the Committee is satisfied that the underlying performance of the Company during the performance period justifies the exercise of an award.
The vesting schedules for the TSR and EPS performance targets are as follows:
| Rank of the Company’s TSR against the TSR of the members of the comparator group | Percentage of one-half of an award that vests and becomes exercisable |
|---|---|
| Upper quartile or above | 100% |
| Between upper quartile and median | On a straight line basis between 20% and 100% |
| Median | 20% |
| Below median | 0% |
| Annual compound growth rate of EPS in excess of RPI over the performance period | Percentage of one-half of an award that vests and becomes exercisable |
| 12% or more | 100% |
| Between 4% and 12% | On a straight line basis between 20% and 100% |
| 4% | 20% |
| Less than 4% | 0% |
For participants in the PSP other than Executive Directors, the EPS performance condition alone applies to the whole of any award, as for these employees there is a clearer link between their own performance and EPS than would be the case for TSR.
For all awards made under the PSP performance is measured over a three-year period and there is no re-testing of the performance condition.
The use of a split of TSR and EPS to measure performance under the PSP for Executive Directors is felt to provide an appropriate balance between relative financial returns to shareholders and the internal financial performance of the Company. More specifically,the TSR performance condition was chosen as the Committee believes that TSR is an appropriate method of ensuring that the rewards to Executive Directors are aligned with those of shareholders by comparing the performance of the Company to that of the index of which it is a member (while excluding those sectors which are felt to be too far removed from the Company’s operations). EPS is used because it is felt to be the most robust gauge of the Company’s financial performance and the most all-encompassing financial measure of the creation of shareholder value (taking account of both profitability and the Company’s capital structure).
In assessing whether the TSR performance condition has been met, the Committee will rely on calculations of the Company’s TSR and that of the comparator group carried out on its behalf by NBSC. The Company’s EPS performance is reported quarterly in the Company’s results announcements.
The requirement that the Committee must be satisfied that the underlying performance of the Company during the performance period justifies the exercise of an award gives the Committee a discretion as to whether or not to allow a particular exercise, notwithstanding the achievement of at least a median TSR ranking and annual compound growth in EPS at 4% or more above growth in RPI. The Committee’s view is that such circumstances are likely to be exceptional and therefore they are difficult to determine before they have arisen. In addition, the Committee does not wish to limit its discretion in any way by attempting to pre-determine the circumstances in which it might be exercised. If the Committee exercised this discretion it would be in respect of all awards made on a particular date and not in respect of a particular individual or individuals.
Benefits under the PSP are not pensionable.
Option schemes
The Company has an executive share option scheme, under which both Inland Revenue approved and unapproved options may be granted, and an SAYE option scheme. Benefits under these plans are not pensionable. As mentioned above, it is intended that, generally, the Company will no longer grant executive share options to individuals receiving awards under the PSP.
In common with all eligible employees of the Group, Executive Directors are entitled to participate in the Company’s SAYE option scheme. These options are not subject to the satisfaction of a performance condition as this scheme is not restricted to Executive Directors and senior executives.
Share ownership guideline
The Company’s executive shareholding policy requires Executive Directors and other senior executives to retain a number of the shares acquired as a result of the exercise of executive share options or awards under the PSP until a shareholding with a value equal to the executive’s annual base salary is reached. This level of shareholding is then to be maintained. Currently no Executive Director has acquired any shares in the Company from the exercise of executive share options or awards under the PSP and their holdings as disclosed below result from market purchases and, in the case of Harriet Green, from the vesting of awards made under the Restricted Share Plan.
Share usage under share-based incentive schemes
Based on the number of options outstanding as at 3 February 2008:
- The number of new shares issued under all share option plans over the last 10 years, together with the number potentially to be issued under all plans, totalled an amount equal to 3.7% of the Company’s issued ordinary capital; and
- The number of new shares issued under all executive share option plans over the last 10 years, together with the number potentially to be issued under all executive plans, totalled an amount equal to 3.4% of the Company’s issued ordinary share capital.
These totals are well within the dilution limits of 10% and 5% respectively set by the ABI and reflected in the rules of the Company’s share plans.
It is intended that awards under the PSP will be satisfied by shares purchased in the market by the Company’s Employee Share Ownership Trust.
Relative importance of remuneration elements
The Committee’s view is that the performance related elements of the remuneration package for Executive Directors should be a significant element of the total. This serves to align the interests of such Directors with shareholders.
The charts below illustrate the mix between the salary and incentive pay of the Executive Directors in both a ‘target’ and a ‘stretch’ performance scenario. These show that, if all the performance related elements were to pay out in full, more than two thirds of the Executive Directors’ total remuneration (before pensions) would be performance linked.
Pension arrangements
The final salary section of the Premier Farnell UK Pension Scheme (the UK Scheme) was closed to new entrants during 1998. Employees joining the UK Scheme since 1 January 1999 are entitled to money purchase benefits only and the UK Scheme is no longer contracted out.
As a result of changes to pensions legislation which came into effect in April 2006, the Company offers employees who are over or close to reaching the lifetime allowance beyond which pension savings do not receive favourable tax treatment a cash supplement as an alternative to pension accrual beyond the lifetime allowance. Any such cash supplement is paid net of income tax and National Insurance Contributions and is an amount no greater than the amount that the Company’s pension contributions would have been for that individual.
Harriet Green and Mark Whiteling are entitled to elect to receive either money purchase benefits from the UK Scheme or to have contributions made to a registered personal pension scheme. In each case, the Company’s contributions are equal to 25 percent of basic salary. Both Harriet and Mark have elected to have all contributions made to a personal pension scheme. The total cost to the Company of these contributions during the financial year to February 2008 was £104,355 in respect of Harriet Green and £73,437 in respect of Mark Whiteling.
Throughout the year under review, Laurence Bain elected to receive a cash supplement in place of the contributions which would otherwise have been made by the Company to the UK scheme and the funded unapproved scheme on his behalf. This supplement is paid at the same rate as the Company’s previous contributions to the UK Scheme and the funded unapproved scheme and, taking into account the National Insurance contributions payable by the Company, equates to 27% of Laurence’s basic salary, which is in line with practice in previous years. The total cost to the Company of contributions made by the Company in respect of Laurence Bain for the year under review was £79,380 (2007: £75,825).
No Executive Directors receive any final salary pension benefits.
Service contracts
In accordance with the Company’s policy, Harriet Green, Mark Whiteling and Laurence Bain have service agreements terminable by the Company on twelve months’ notice. Laurence Bain’s service agreement dated 23 April 2004 allows the Company to make a payment of salary and benefits in lieu of the whole or part of his notice period.
The service agreements for Harriet Green and Mark Whiteling, dated 7 February 2006 and 28 June 2006 respectively, entitle the Company to pay salary and benefits in lieu of the whole or part of the notice period in a single payment or by way of monthly instalments. Where payments are made monthly, the Director is under an obligation to mitigate his or her loss and, in so far as monthly payments relate to salary, they will reduce or cease altogether on his or her accepting alternative employment. The discretion to pay monthly and the obligation to mitigate do not arise where termination results from a change of control.
Non-Executive Directors
The fees for the Non-Executive Directors are approved by the Board following a review carried out by the Chairman and discussed with the Executive Directors. Fees for the Chairman are determined by the Remuneration Committee. Business expenses are also reimbursed. In addition to the base fee of £34,000, £5,500 per annum was paid to the Chairmen of the Audit and Remuneration Committees and £3,000 to the Senior Independent Director during the year under review. The base fee was increased to £36,500 and the amount payable to the Chairmen of the Audit and Remuneration Committees to £6,000 with effect from 1 February 2008. Following a review by the Committee, the Chairman’s fee was increased to £144,000 per annum with effect from the same date.
The Non-Executive Directors do not have contracts of service, but are appointed by letters of appointment. Such appointments are initially for a three-year term. It is normal that the appointment is renewed for a second three-year period, after which the Company’s policy is for re-appointments to be on an annual basis. The expiry dates of all re-appointments coincide with the Company’s Annual General Meeting in the relevant year. Non-Executive Directors are not eligible to participate in any incentive plans, share options schemes or Company pension arrangements and are not entitled to any payment in compensation for any early termination of their appointment.
The commencement dates for the current appointments of Non-Executive Directors are:
| A Dougal | 1 September 2006 (three-year) |
|---|---|
| Sir Peter Gershon | 12 June 2007 (three-year) |
| W Korb | 13 June 2006 (three-year) |
| D Millard | 1 September 2007 (three-year) |
| C Nolan | 12 June 2007 (annual) |
| D J S Roques | 12 June 2007 (annual) |
| P Withers | 1 September 2007 (three-year) |
Any Director appointed by the Board during the year holds office only until the next Annual General Meeting and must then stand for election to continue in office. Thereafter, each Director must retire from office at every third Annual General Meeting since he or she last retired, at which meeting he or she will be eligible for re-election.
Directors’ remuneration (audited)
| Salary or fees | Annual bonus | Benefits in kind | Total emoluments | Pension contributions | |||
|---|---|---|---|---|---|---|---|
| £000 | £000 | £000 * 1 | 2008 £000 |
2007 £000 |
2008 £000 |
2007 £000 |
|
| Executive | |||||||
| H Green | 418 | 445 | 75 | 938 | 749 | 104 | 83 |
| M Whiteling | 294 | 227 | 15 | 536 | 258 | 73 | 30 |
| L Bain | 294 | 229 | 27 | 550 | 517 | 79 | 76 |
| A C Fisher * 2 | – | – | – | – | 164 | – | 37 |
| Non-Executive | |||||||
| Sir Peter Gershon (Chairman) | 130 | – | – | 130 | 176 | – | – |
| A Dougal | 40 | – | – | 40 | 15 | – | – |
| W Korb | 34 | – | – | 34 | 31 | – | – |
| M Lester * 3 | – | – | – | – | 13 | – | – |
| D Millard * 4 | 14 | – | – | 14 | – | – | – |
| C J Nolan | 34 | – | – | 34 | 31 | – | – |
| D J S Roques | 43 | – | – | 43 | 39 | – | – |
| P Withers * 4 | 14 | – | – | 14 | – | – | – |
| 1,315 | 901 | 117 | 2,333 | 1,993 | 256 | 226 | |
*1The figures for benefits in kind paid to Harriet Green, Mark Whiteling and Laurence Bain include, for each of them, a cash allowance in place of a Company car and, in respect of Laurence Bain, an expense allowance chargeable to UK income tax to compensate him for the costs of maintaining a residence in Leeds and related travel and subsistence expenses. This expense allowance ceased with effect from 31 May 2007. No other expense allowances chargeable to UK income tax were paid. Harriet Green, Mark Whiteling and Laurence Bain are all provided with life and health insurance and Harriet Green’s benefits in kind this year include certain costs arising from the settlement of Harriet’s terms of employment. The cost of these benefits is included in the figure for benefits.
*2Andrew Fisher’s employment with the Company ended on 16 May 2006 and Andrew resigned from the Board on the same date.
*3Michael Lester retired from the Board on 13 June 2006.
*4Dennis Millard and Paul Withers joined the Company on 1 September 2007
Directors’ interests (audited)
The interests of the Directors in the ordinary share capital of the Company at the beginning and end of the financial year are set out below, together with a note of those interests as at 7 April 2008, being within one month of the date of the Company’s Notice of Annual General Meeting.
| 3 February 2008 | 28 January 2007 | 7 April 2008 | ||
|---|---|---|---|---|
| Sir Peter Gershon | – beneficial | 120,000 | 89,500 | 120,000 |
| H Green | – beneficial | 175,591 | 56,000 | 205,909 |
| M Whiteling | – beneficial | 55,000 | 10,000 | 55,000 |
| L Bain | – beneficial | 55,000 | 25,000 | 55,000 |
| A Dougal | – beneficial | 10,000 | 10,000 | 10,000 |
| W Korb | – beneficial | 15,000 | 15,000 | 15,000 |
| D Millard | – beneficial | 10,000 | – | 10,000 |
| C J Nolan | – beneficial | 7,000 | 7,000 | 7,000 |
| D J S Roques | – beneficial | 30,000 | 20,000 | 30,000 |
| P Withers | – beneficial | 40,000 | – | 40,000 |
In addition to the above beneficial interests in the Company’s ordinary shares, the Executive Directors are regarded for Companies Act purposes as being interested in 1,404,659 ordinary shares held by the Premier Farnell Executive Trust. All employees (including Executive Directors) are potential beneficiaries of the trust. It is not anticipated that any employee or Executive Director will be entitled to receive from the trust a greater number of shares than that to which they are entitled on exercise of awards made to them under the PSP.
Share options (audited)
| At 28 January 2007 |
Granted | Exercised | Lapsed | At 3 February 2008 |
Exercise Price (pence) | Exercise Period | |
|---|---|---|---|---|---|---|---|
| H Green | 189,125 | – | – | – | 189,125 | 211.5 | April 2009 to October 2016 |
| 212,770 | – | – | – | 212,770 | 188.0 | October 2009 to October 2016 | |
| L Bain | 75,000 | – | – | – | 75,000 | 153.0 | October 2005 to October 2012 |
| 92,173 | – | – | 92,173 | – | 264.5 | October 2006 to October 2013 | |
| 125,000 | – | – | – | 125,000 | 208.0 | September 2007 to September 2014 | |
| 6,625* | – | – | – | 6,625 | 143.0 | June 2008 to December 2008 | |
| 188,679 | – | – | – | 188,679 | 145.8 | October 2008 to October 2015 | |
| 151,595 | – | – | – | 151,595 | 188.0 | October 2009 to October 2016 | |
| M Whiteling | 151,595 | – | – | – | 151,595 | 188.0 | October 2009 to October 2016 |
| – | 10,773* | – | – | 10,773 | 152.0 | June 2012 to December 2012 | |
*SAYE share options which are not subject to any performance conditions. The other options listed above are executive options which are subject to the performance conditions described below.
The rules of the ESOS allow annual awards to be made, with a maximum grant equal to 100 per cent of the individual’s annual salary. Exercise of options granted under the scheme is subject to a performance condition. This condition is that the growth in the Company’s adjusted EPS over the three consecutive financial years starting with the year of grant exceeds the growth in RPI over the same period by at least 9 per cent. At this level of performance half of the options granted are exercisable. Exercise of all options granted requires that the Company’s EPS growth exceeds RPI over the period by at least 15 per cent, with a sliding scale for performance between 9 per cent and 15 per cent. The rules of the scheme approved by shareholders in 2003 provided that, if the performance condition was not met over this three-year period, options could also be exercised if the Company’s EPS growth exceeded RPI by a minimum of 12 per cent over the four financial years starting with the year of grant. The Committee decided to remove this re-testing provision with effect from 13 March 2006 and it does not apply to any options granted after that date.
Options granted under earlier schemes operated by the Company remain outstanding. Executive options granted under such schemes after 13 March 2001 may not be exercised unless the growth in the Company’s EPS over a period of three consecutive financial years exceeds the growth in RPI over the same period by at least 9 per cent. For options granted after 20 June 1996, but before 14 March 2001, exercise is subject to the growth in EPS over three consecutive years exceeding the growth in RPI over the same period by at least 6 per cent.
The Company has met the performance condition for options awarded up to and during January 2003 and these options are now exercisable. The Company has also met the performance condition for options awarded from March 2004 up to and during October 2005 and these options are exercisable from the third anniversary of their grant.
No price was paid for any option. There were no variations to the terms and conditions of any Director’s options during the year.
The market price of the Company’s shares at 3 February 2008 was 150.5p (28 January 2007: 195.0p) and the range during the year was 128.75p – 225.5p.
Performance share plan (audited)
Interests of Directors in the plan are:
| At 28 January 2007 |
Awarded | Market price at date of award (pence) | Vested | Lapsed | At 3 February 2008 |
End of performance period | |
|---|---|---|---|---|---|---|---|
| H Green | 195,599 | – | 204.5 | – | – | 195,599 | April 2009 |
| – | 284,360 | 211.0 | – | – | 284,360 | June 2010 | |
| L Bain | 95,795 | – | 254.5 | – | 95,795 | – | April 2007 |
| 134,474 | – | 204.5 | – | – | 134,474 | April 2009 | |
| – | 175,594 | 211.0 | – | – | 175,594 | June 2010 | |
| M Whiteling | – | 175,592 | 211.0 | – | – | 175,592 | June 2010 |
The conditions for the vesting of an award made under the plan since the Company’s AGM in June 2007 are described under the heading Performance Share Plan in this section.
For awards made prior to June 2007, the main performance condition compares the growth of the Company’s TSR (share price growth and reinvested dividends) over a three-year period to that of the companies in the FTSE mid-250 Index (excluding investment trusts). The Company’s ranking among the comparator companies determines the percentage of shares which a participant can acquire. No shares may be acquired where the Company’s ranking is below median and, to acquire the full number of shares awarded, the Company must rank in the top quartile of the comparator group. Between these two points, vesting is on a straight-line basis, with 20 per cent of any award vesting where the Company’s performance is at the median.
There were no variations made to the terms and conditions of any award during the year.
Restricted share plan (audited)
As part of the remuneration package offered by the Company to secure Harriet Green’s services, the Company established a restricted share plan, of which Harriet is the sole participant. Two conditional awards of shares were made under the plan, as set out below. Benefits under the restricted share plan are not pensionable.
| At 28 January 2007 |
Awarded | Market price at date of award (pence) | Vested | Lapsed | At 3 February 2008 |
Date of vesting | |
|---|---|---|---|---|---|---|---|
| H Green | 53,034 | – | 211.5 | 53,034 | – | – | 27 March 2007 |
| 51,461 | – | 211.5 | – | – | 51,461 | 27 March 2008 | |
These awards had no performance condition attaching to them. The second award (over 51,461 shares) vested after the end of the year and the shares were transferred to Harriet Green.
Performance graph
The graph below shows the total shareholder return for a holding of the Company’s ordinary shares for the five financial years of the Company of which the year to 3 February 2008 is the last. This is compared to the total shareholder return for a hypothetical holding in the FTSE mid-250 Index (excluding investment trusts). This was chosen as it is the index of which the Company is a constituent. Total shareholder return is the growth in value of a share plus the value of dividends paid, assuming that the dividends are reinvested in the Company’s shares on the day on which they are paid.
This graph shows the value, by 3 February 2008, of £100 invested in Premier Farnell over the last five financial years compared with £100 invested in the FTSE 250 Index (excluding Investment Trusts). The other points plotted are the values at intervening financial year-ends.
Elements of report subject to audit
The information above under the headings Directors’ remuneration, Directors’ interests, Share options, Performance share plan and restricted share plan is auditable. All other information provided in the Remuneration Report is not subject to audit.
Approved by the Board on 22 April 2008
Signed on behalf of the Board by
Andrew Dougal
Chairman of the Remuneration Committee