Punch Taverns plc 2011 Annual Report

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38 Punch Taverns plc Annual Report and Financial Statements 2011 Report on Directors’ remuneration continued Non-executive Directors’ fees All Non-executive Directors have specific terms of engagement and their remuneration is determined by the Board based upon recommendations from the Chairman and Chief Executive Officer (or, in the case of the Chairman, is determined by the Committee based on recommendations from the Senior Independent Non-executive Director and the Chief Executive Officer) within the limits set by the Articles of Association and based on the median level of fees payable to peers in the same comparator group as that used for Executive Directors’ remuneration. Non-executive Directors cannot participate in any of the Group’s share incentive schemes or performance-based plans and are not eligible to join any of the Group’s pension schemes. It is the Board’s policy to take into account the following factors in determining the fees of the Non-executive Directors: • the median level of fees for similar positions in the market; and • the time commitment each Non-executive Director makes to the Group (through membership of the Audit and Risk, Remuneration and Nomination and Governance Committees). The following table sets out the current Non-executive fees: 2011/12 Company Chairman 1 £250,000 Basic fee £42,000 Senior Independent Non-executive Director £45,000 Additional fees for chairing the Audit and Risk or Remuneration Committee £10,000 Additional fees for chairing the Nomination and Governance Committee £5,000 1 Stephen Billingham’s fee was set based on an assessment of the expected time commitment for the role and a market assessment of fee levels. Total shareholder return performance graph The graph shows the Company’s performance, measured by total shareholder return (TSR), compared with the FTSE 350 Travel and Leisure Index and the FTSE Small Cap Index (excluding investment trusts). The Committee considers these to be relevant indices for TSR comparison as the Company was a constituent of the FTSE 350 Travel and Leisure Index for the majority of the five-year period presented and, following the Spirit demerger, is now positioned in the FTSE Small Cap. £120 £100 £80 £60 £40 £20 Punch Taverns FTSE Small Cap Index (excluding investment trusts) FTSE 350 Travel & Leisure Index £0 Source: Thompson Reuters Aug 2006 Aug 2007 Aug 2008 Aug 2009 Aug 2010 Aug 2011 The graph above shows the value, at 20 August 2011, of £100 invested in Punch Taverns plc on 19 August 2006 compared with the value of £100 invested in the FTSE SmallCap and FTSE 350 Travel and Leisure Indices over the same period. The other points plotted are the values at the intervening year ends.
Punch Taverns plc Annual Report and Financial Statements 2011 39 Audited information The total of Directors’ emoluments in the year was £3,633,000 (2010: £2,432,000), including pension contributions of £322,000 (2010: £270,000). The remuneration of the Directors during the year was as follows: Annual remuneration Basic salary / fees Benefits 1 Bonus 2011 2010 2011 2010 2011 2010 £000 £000 £000 £000 £000 £000 Gain on release of shares 2011 2010 £000 £000 Pension Other payments made to former Directors Executive Directors Roger Whiteside 2 405 400 23 14 430 – – – 73 56 – – 931 470 Steve Dando 3 138 – 10 – 275 – – – 22 – – – 445 – Giles Thorley 4 23 525 – 20 – – – – – 95 – – 23 640 Phil Dutton 5 113 350 9 29 – – – – 23 63 458 – 603 442 Mike Tye 6 382 400 16 22 – – – – 68 56 – – 466 478 Ian Dyson 7 612 – 16 – – – – – 136 – 69 – 833 – Non-executive Directors Peter Cawdron 8 155 155 – – – – – – – – – – 155 155 Ian Fraser 52 52 – – – – – – – – – – 52 52 Mark Pain 9 43 42 – – – – – – – – – – 43 42 Ian Wilson 10 20 44 – – – – – – – – – – 20 44 Tony Rice 11 52 47 – – – – – – – – – – 52 47 Walker Boyd 12 10 – – – – – – – – – – – 10 – Ian Dyson 7 – – – – – – – – – – – – – – Former Directors – 62 – – – – – – – – – – – 62 Total 2,005 2,077 74 85 705 – – – 322 270 527 – 3,633 2,432 1 Benefits comprise the following elements: health cover, car, fuel, death in service and income protection. 2 Appointed Chief Executive Officer on 1 August 2011. 3 Appointed Finance Director on 10 May 2011. Emoluments include base salary, pension and benefits from date became Acting Finance Director on 1 February 2011. 4 Resigned as Chief Executive Officer on 6 September 2010. His base salary and benefits as Chief Executive Officer ceased on 6 September 2010 (no annual bonus was payable for 2009/10). 5 Resigned as Finance Director and left the Board on 17 December 2010. Other payments relates to the payment of base salary, pension and benefits over the individual’s notice period in line with the individual leaving arrangements and contractual provisions. 6 Resigned from the Board at demerger on 1 August 2011. 7 Appointed as Chief Executive Officer on 6 September 2010 and resigned at demerger on 1 August 2011 when appointed Non-executive Director. Appointed to Audit and Risk Committee and Nomination and Governance Committee on 1 August 2011. Cash amount of £69,200 paid equal to 2009/2010 annual bonus earned but withheld by his previous employer following resignation. 8 Appointed Chairman of the Nomination and Governance Committee on 25 January 2011 following Ian Wilson’s resignation. 9 Appointed to the Nomination and Governance Committee on 25 January 2011 following Ian Wilson’s resignation and was appointed Senior Independent Non-executive Director on 1 August 2011 at demerger following Tony Rice leaving the Board. 10 Resigned and left the Board, the Audit and Risk Committee and Nomination and Governance Committee on 25 January 2011. 11 Appointed to the Audit and Risk Committee on 25 January 2011 following Ian Wilson’s resignation and stepped down from the Board and left the Audit and Risk Committee and Nomination and Governance Committee at demerger on 1 August 2011. 12 Appointed to the Board 12 April 2011 and stepped down on 1 August 2011 at demerger. Pension During the period Roger Whiteside, Ian Dyson, Mike Tye and Phil Dutton received a Group contribution to their personal pension arrangements representing between 16% and 25% of their pensionable salary. 2011 £000 2010 £000 2011 £000 2010 £000 2011 £000 Total 2010 £000 Financial statements Governance Business review
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