Implementation of Remuneration Policy in 2015

Overview and Highlights
Strategy
Performance
Governance
Directors’ Remuneration Report
Financial Statements
Implementation of Remuneration Policy in 2015
Implementation of policy in 2015
As set out in our policy, the salaries and pension payments for Christopher Satterthwaite and Mark Smith are frozen until
January 2016. The value of benefits may change but only in respect of the cost of the insurance policies. There is no
intention to widen the list of benefits provided.
With regards to annual bonus for 2015, 50% will be paid on the achievement of a stretching headline profit target and 50%
measured against a set of KPIs linked to our strategic aims. At this stage the disclosure of any further detail on the measures
is deemed to be commercially sensitive. Additional detail, to the extent the Committee deems it possible, will be set out in our
next report.
It is our intention to make an award under the Performance Share Plan of 200% of salary to Christopher Satterthwaite
and of 175% to Mark Smith. No awards will be made to Lord Coe. We shall retain EPS and total shareholder return as the
performance measures. The targets will continue to be stretching over the four year performance period. For the 2015 Award,
these will be weighted equally. At the time of this report being approved, the targets had not yet been finalised with the Board.
Directors’ interests in shares of Chime Communications plc (audited)
The interests of those Directors of the Company who held shares in the Company during 2014 are detailed below. All were
Directors for the whole year. The remaining Directors of the Company did not have interests in the Company during 2014.
Christopher Satterthwaite
Mark Smith
Lord Davies
Rodger Hughes
35,685
27,053
Shareholding – beneficial holdings
1 January 2014
430,209(1)
Acquired
362,137(1)
-
-
19,018
-
49,950
35,678
-
-
-
-
-
-
530,848
439,763
49,849
27,053
1 January 2014
75,214
53,724
Awarded
49,950
35,678
Released
-
-
Lapsed
-
-
Deferred Share Award
Placing
31 December 2014
Deferred Shares (beneficially owned)
(3)
31 December 2014
125,164
(1)
89,402(1)
Co-Investment Plan(2)
1 January 2014
499,268
324,523
-
-
499,268
324,523
1 January 2014
410,958
256,849
Awarded
300,644
187,902
Awarded
Released
Lapsed
31 December 2014
Performance Share Plan
(2)
(4)
Released
31 December 2014
-
-
711,602
444,751
he total shareholding figure includes shares awarded under the Deferred Share Plan and beneficially owned by participants during the deferral period. The
T
deferred shares are subject to retention conditions but not further performance conditions.
Co-Investment Plan and Performance Share Plan Awards are subject to performance conditions over a specified Performance Period.
(3)
Details relating to this award are on page 125.
(4)
Performance conditions related to this award are detailed on page 60. The awards made in 2014 were as nil-cost options.
(1)
(2)
Annual Report and Accounts 2014 61
Implementation of Remuneration Policy in 2015
continued
Shareholding guidelines for Executive Directors were introduced in 2013. By 31 December 2017, Christopher Satterthwaite
is required to have acquired and thereafter to hold shares in Chime to the value of 300% of basic salary and Mark Smith to
have acquired and thereafter to hold shares in Chime to the value of 250% of basic salary.
Past Directors and loss of office payments(audited)
During 2014 no payments were made to past Directors and no loss of office payments were made.
TSR performance graph
The following graph compares Chime’s TSR performance to that of the same investment in the FTSE250 (excluding
Investment Trusts). This comparison has been chosen because the FTSE 250 (excluding Investment Trusts) is the comparator
group for the current long term incentive plan (The Performance Share Plan).
TSR is the measure of the returns that a company has provided for its shareholders, reflecting share price movements and
assuming reinvestment of dividends. Data is averaged over 30 days at the end of each financial year.
Value of a hypothetical
£100 investment
£700
£600
Source: DataStream
Return Index
£539
£500
£400
£325
Chime
£300
FTSE 250
(excluding
Investment Trusts)
£200
£100
£0
2008
2009
2010
2011
2012
2013
2014
2009
2010
2011
2012
2013
2014
CEO pay table
Total CEO
Remuneration
inc. Vesting LTIP
Awards(3)
£924,094(1)
£1,529,134
£622,873
£1,020,036
£1,135,175(2)
£777,352
Total CEO
Remuneration
exc. Vesting LTIP
Awards(3)
£924,094(1)
£873,903
£622,873
£1,020,036
£826,928
£777,352
£250,000
£250,000
£250,000
£393,750
£525,000
£525,000
£250,000
£250,000
0
£393,750
£174,825
£131,250
100%
0%
Annual Variable
Pay £
Maximum
Actual
Bonus
Actual as %
of maximum
Long-term
Variable Pay
No of Shares
Maximum
Actual
Actual as %
of maximum
100%
No LTIP with
performance
period ending
in year
449,400
336,016
74.77%
No LTIP with
performance
period ending
in year
100%
33.3%
25%
238,095
283,286
215,982
0
97,153
0
0%
34.3%
0%
Includes taxable gain of £46,116 in respect of Deferred Share release.
The 2013 Total CEO Remuneration figures including and excluding vesting LTIP awards have been amended to reflect the actual value of the LTIP shares
on release on 11 September 2014 and have increased the relevant figures by £2,400.
(3)
Totals from 2009-2013 include certain non-taxable benefits such as Permanent Health Insurance and Life Assurance. Totals from 2014 include taxable benefits only.
(1)
(2)
62 Chime Communications plc
Overview and Highlights
Strategy
Performance
Governance
Directors’ Remuneration Report
Financial Statements
Percentage increase in CEO remuneration
Relative importance of spend on pay
The following table sets out the percentage change (2014
over 2013) in Chief Executive Remuneration against staff in
two comparator groups.
Chime is a group of people businesses. Therefore our ability
to attract and retain and motivate our staff is an important
factor in our success. The following table sets out the
change in profit, dividends and remuneration expenditure for
2014 over 2013.
Executive
Chief Management
Executive
Team
Salary
Benefits
Annual Bonus
Total Remuneration
Chime
Central
Staff
0.0%
+0.01%
+0.15%
-3.68%
-0.25%
-0.29%
-24.92%
-4.44%
-1.55%
-6.17%
-0.82%
-0.06%
Staff comparator groups
We have shown the percentage change against two
comparator groups.
Executive Management Team
The Executive Management Team is responsible for the
implementation of strategy, the allocation of resources and
other commercial aspects of the Group. The membership is
mainly drawn from the senior management teams within the
divisions. Most of these individuals work directly with clients.
Therefore those members are remunerated on the
performance of the individual divisions they represent.
Christopher Satterthwaite spends a significant proportion
of his time with Group clients and therefore the comparison
is relevant.
Chime Central
The Chime Central team are those staff who work directly
for the Company in managing the Group. Their bonuses and
incentives are paid on Company performance and therefore
there is a direct correlation between the Chief Executive and
this group of staff.
Dividends and staff pay
2014
£000
2013
£000
Year on Year Change
£000
%
Dividends
7,570
6,289
1,281
20%
Staff pay
132,980
113,900
19,080
17%
Executive Directors’ external appointments
The Executive Directors may take non-executive positions
with other organisations with the prior approval of the
Chairman of the Board. Where fees are payable by the
organisation concerned the Board shall agree whether they
may be retained by the Director concerned.
Christopher Satterthwaite is Non-Executive Chair of the
Roundhouse Trust; a Director of Business in the Community
and Senior Independent Director of Centaur Media plc.
Mark Smith is Non-Executive Chair of Holiday Extras
Investments Ltd.
Lord Coe is Chairman of the British Olympic Association;
Vice President of the IAAF (International Association of
Athletics Federations); a Trustee of the British University in
Egypt; a Director of London 2017 Ltd.; a member of the
Coordination Commission for the Tokyo 2020 Olympic and
Paralympic Games; and a member of the European Olympic
Committee Executive Committee. In addition Lord Coe holds
a number of ambassadorial roles for businesses, charities
and sports organisations. (Full details of his interests can
be found in the Parliamentary Register of Interests.)
Shareholder voting
At the AGM on 15 May 2014 two resolutions regarding
Executive Remuneration were put before shareholders
with the following outcome.
Annual Report and Accounts 2014 63
Implementation of Remuneration Policy in 2015
continued
To approve the Directors’ Remuneration Policy for year ended
31 December 2013
For
Against
Withheld Did not vote
62,376,600 2,720,462 18,098,634
15,597,645
Of votes cast
95.82%
4.18%
-
-
Of issued
share capital
63.14%
2.75%
18.32%
15.79%
To approve the Directors’ Remuneration Report for year ended
31 December 2013
For
64,816,776
Against
Withheld Did not vote
714,730 17,664,190
15,597,645
Of votes cast
98.91%
1.09%
-
-
Of issued
share capital
65.61%
0.72%
17.88%
15.79%
The issued share capital (ISC) of the Company on 15 May
2014 was 98,793,341.
WPP vote
Our largest shareholder WPP abstained (withheld) its vote
on the two resolutions as part of a general WPP policy.
At the time of the AGM vote WPP held 17,330,000 shares
representing 17.54% of the voting rights of the Company.
This Report was approved by the Board of Directors and
signed on its behalf by:
Rodger Hughes
Chairman of the Remuneration Committee
25 March 2015
64 Chime Communications plc