Annual Report for the year ended 31 December 2008

non-executive directors
Non-executive Directors do not hold service contracts but letters of
engagement. The Non-executive Directors’ letters of engagement are each
for an initial term of one year with two months’ notice. Non-executive
Directors are subject to the process of re-appointment on a rolling
basis at the time of the Annual General Meeting. Non-executive
Directors receive a fee for their services to the Board. The Chairman
and Executive Directors set fee levels for Non-executive Directors,
excluding the Chairman. The other Non-executive Directors set the fee
for the Chairman. The Non-executive Directors are not involved in the
discussions to determine their own remuneration. Additionally the
current policy of the Board is that Non-executive Directors should not
serve more than nine years if it is determined that this would prejudice
their independence. The current expected time commitment of Nonexecutive
Directors other than the Chairman is 20 days per annum.
The Chairman commits on average two days per week to the Company.
Non-executive Directors do not participate in the Group’s annual bonus
arrangements or long-term incentive arrangements. Fees cease to be
payable immediately upon termination of any appointments for any
reason and no compensation is payable in respect of such termination.
The overall fee for Non-executive Directors is a £60,000 basic fee plus
£15,000 for chairing a Committee and in respect of the senior Nonexecutive
Director. The fee for Martin Gray, during the year was
£125,000. The Board believe these fee levels are appropriate and
reflect the experience brought by the Non-executive Directors, the time
commitment they give, and the contribution they make.
FIVE YEAR HISTORICAL TSR PERFORmANCE
Growth in the value of a hypothetical £100
£250
£200
£150
£100
£50
£0 Dec 03 Dec 04 Dec 05 Dec 06 Dec 07 Dec 08
The Evolution Group plc
FTsE small Cap
FTsE 250
The above graph shows the TsR against that of the FTsE small cap
index (excluding investment Trusts) and the FTsE 250. TsR is calculated
assuming dividends are reinvested on receipt.
in the opinion of the Directors, the FTsE small cap index (excluding
investment Trusts) is the most appropriate index against which the total
shareholder return of the Group should be measured as at 31 December
2008, because it was an index of similar-sized companies to the Group
as at that date. The Group’s growth strategy and commitment to
improving shareholder value seek to ensure that the Group becomes
part of the FTsE 250 and it is this index that the Group entered during
March 2009. For context only, in the period shown in the graph above,
the Group was listed on the AiM market from December 1999 up until
its move to the Full list of the london stock Exchange in June 2003,
when it became a constituent of the FTsE small cap index. Thereafter,
the Group’s shares then joined the FTsE 250 index in March 2004 and
left the FTsE 250 index in June 2005 when they returned to the FTsE
small cap index. The Group joined the FTsE 250 index in March 2009.
environmental social and governance (esg)
The Committee does not consider corporate performance on EsG issues
when setting the remuneration of Executive Directors as given the profile
and operations of the Group it does not believe that consideration of
these matters is likely to have a material impact on such remuneration.
However, the Board does consider the major risks to the Group when
setting quantitative and qualitative performance objectives of the
Executive Directors and performance against those objectives does have
a direct bearing on the level of remuneration, including bonuses and
share awards provided to those Directors.
We have made very good progress
WiTh The inTegraTion and developmenT
of each of our businesses.
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