Full Annual Report - Inchcape

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Governance Corporate governance report continued Michael Wemms Remuneration Committee Chairman 2009 highlights • Review of remuneration policy during the challenging environment • Shareholder consultation 2010 objectives • Remuneration strategy for 2010 • Review of remuneration policy for 2011 onwards Members From To Michael Wemms – Chairman 13 May 2004 To date Will Samuel 26 January 2005 To date Ken Hanna 27 September 2001 To date David Scotland 24 February 2005 To date Nigel Northridge 1 July 2009 To date reviewed the continued service of any Non-Executive Director who has served six or more years to ensure that Board members continue to possess the skills deemed appropriate for the needs of the Company and its stakeholders.The Nominations Committee annually reviews the re-election of any Board member who has served for longer than nine years on the Board. Ken Hanna had completed eight years service as a Non-Executive Director prior to his appointment as Chairman on 14 May 2009.There were no other Directors with more than six years service during 2009. Remuneration Committee Report Governance Michael Wemms is the Chairman of the Remuneration Committee.Throughout the year, the Committee was comprised wholly of independent Non-Executive Directors and continues to be so.The Chairman, Group Chief Executive, Group Company Secretary and Group Human Resources Director advise the Remuneration Committee internally and attend meetings upon invitation. No Director or Executive is involved in deciding his or her own remuneration. During 2009 the Remuneration Committee held three scheduled meetings.Attendance at these meetings is shown in the table on page 58. To ensure that the Remuneration Committee receives independent advice,Towers Watson was appointed by the Remuneration Committee as its external advisor.Towers Watson also provides advice to the Board on Non-Executive Directors’ fees and to the Group in connection with IFRS 2 Share-based payments.Towers Watson has no other connection with the Company other than as remuneration consultants. The responsibilities of the Remuneration Committee include setting the remuneration policy; the remuneration of the Chairman; sharebased incentive schemes and share performance targets.The Remuneration Committee is satisfied it discharged its responsibilities as set out in its Terms of Reference during the year.The full Terms of Reference can be found at www.inchcape.com/aboutus/corporategovernance. Activities The Remuneration Committee undertakes an annual review of the remuneration policy to ensure that it remains relevant and competitive. In addition, the Remuneration Committee reviews: • policy for all employee share schemes; • policy for long term incentive plans including level of individual grants and performance conditions; • award of bonuses; • policy and scope of pension arrangements for Executive Directors; • Executive Directors’ and senior executives’ salaries; • Chairman’s fees and terms and conditions of employment; and • Terms of Reference. During 2009 the Remuneration Committee carried out a consultation with its major shareholders in respect of the proposed changes to the remuneration policy.The Committee felt it appropriate to discuss its plans due to the difficult trading conditions. Full details can be found in the Directors Remuneration Report. The Remuneration Committee prepares the Directors Remuneration Report on behalf of the Board of Directors.The report is split into unaudited and audited sections and can be found on pages 68-74. 66 Inchcape plc ¦ Annual Report and Accounts 2009
Section Two Two Governance Chairman’s remuneration The Chairman’s remuneration was determined by the Remuneration Committee, taking advice from Towers Watson on best practice and competitive levels and, taking into account responsibilities and time commitment. Life assurance is provided under the Inchcape Group (UK) Pension Scheme but the appointment is not pensionable, nor is the Chairman eligible for pension scheme membership or participation in the Company’s bonus, share option or other incentive plan. Non-Executive Directors’ remuneration The remuneration for Non-Executive Directors consists of fees for services in connection with Board and Committee meetings. Fees for Non-Executive Directors are determined by the Board, within the restrictions contained in the Articles of Association. Non-Executive Directors fees are reviewed annually, taking advice from Towers Watson on best practice and competitive levels.The levels of remuneration for the Non-Executive Directors reflect the time commitment and responsibilities of the role.The Non-Executive Directors are not involved in deciding their fees. Non-Executive Directors are not eligible for pension scheme membership or participation in the Company’s bonus, share option or other incentive schemes. Details of the fees paid to the Chairman and Non-Executive Directors are shown on page 71. Policy on external appointments The Company recognises that its Executive Directors may be invited to become Non-Executive Directors of other companies and that this additional experience is likely to benefit the Company. Executive Directors are generally allowed to accept one Non-Executive appointment as long as it is not likely to lead to conflicts of interest or undue time commitments.The Group Chief Executive is permitted to hold two such appointments.The policy in respect of Executive Directors commitments is kept under review by the Nominations Committee.Any fees received for these duties may be retained by the Executive Director. André Lacroix is a Non-Executive Chairman of Good Restaurants AG for which he did not receive a fee and a Non-Executive Director of Reckitt Benckiser for which he received a fee of £85,000. www.inchcape.com 67
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Full Annual Report - Inchcape

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