Remuneration Committee report continued
Directors’ Remuneration Policy
Summary The Remuneration Committee is comfortable that the remuneration outcomes for FY25 demonstrate a clear alignment between pay and performance. It also believes that the Directors’ Remuneration Policy which is being brought to shareholders for approval as a Main Market listed company is appropriate for the year ahead. Following the completion of the current review of LTIP measures in autumn 2025, in light of the ongoing levels of change in the business, the Committee will take the opportunity to review the full policy over FY26, with any proposed changes subject to consultation with shareholders and approval at our 2026 AGM. Our upcoming AGM This Annual Statement and the Annual Report on Remuneration will be presented to shareholders for approval by an advisory vote and the Directors’ Remuneration Policy by binding vote at the upcoming AGM. I hope that you will join the Board in supporting these resolutions. If you would like to engage with me regarding our approach to remuneration or have any questions, I can be contacted through our Company Secretary.
Annual bonus maximum opportunity and LTIP award levels are unchanged from 150% of salary, and 200% of salary, respectively. Notwithstanding the decision to review the policy during FY26, the Committee is satisfied that the existing annual bonus measures remain appropriate for assessing the delivery of the Group’s growth and client-outcomes focused strategy during FY26. These measures continue to reflect the aspects of performance valued by shareholders and will positively incentivise the Executive Directors to deliver sustainable returns. No change is therefore proposed to either annual bonus performance measures or the balance between their individual weightings across the scorecard. The FY26 annual bonus scorecard will continue to operate a balance of 60% financial measures, comprising revenue, net flows, and profit and operating efficiency targets, and 40% non-financial measures across the categories of strategy and growth, client, people and risk. The same approach to deferral will also continue to operate, with one third of any resulting bonus being awarded in Company share options vesting in equal tranches on the first, second and third anniversary of grant. A review of long-term incentive measures is currently being undertaken by the Committee for the upcoming 2025 awards to ensure that they effectively capture and support the key priorities for the business over the next three years, including alignment to shareholder returns. The Committee, with support from advisors, Korn Ferry, is close to concluding this review and consulting with key shareholders. However, exceptionally, because of the time that the Committee has needed to review the policy for our transition from AIM to the Main Market of the LSE, and then to consider the measures and targets for the LTIP, we will
disclose the 2025 LTIP measures and targets at the time the LTIP grant is made in autumn 2025. This approach provides the time needed to consider shareholder feedback on any proposed changes before the grant is made.
Following the Group’s progression from the AIM to the Main Market of the LSE in 2025, the Committee reviewed the Directors’ Remuneration Policy to ensure its compliance with the Main Market requirements. This review led to the introduction of a post- employment shareholding policy, a more comprehensive description of our Executive Director leaver provisions, as well as other minor changes. The substantive provisions of the Directors’ Remuneration Policy are unchanged from our AIM listing, and as required as a Main Market listed company, the policy which is provided at the end of this report will be brought to shareholders for a binding vote at the upcoming AGM. Whilst the Committee is comfortable that the policy is aligned to and supports the current business strategy, in view of the ongoing transformation of business and the evolution of its strategy, the Committee has agreed to carry out a review of the policy in FY26. In the event this review concludes that any changes to the existing policy are warranted, I will engage with shareholders to seek their views, with any policy change proposals being brought to shareholders at our 2026 AGM.
Workforce engagement During FY25, the Executive Directors
supported workforce engagement initiatives, visiting each office across the UK and held local town hall meetings aimed at embedding the Group’s strategy and the roles played by employees in its delivery. A series of ‘Meet-up’ and ‘Lunch with Andrea’ meetings were also held, where a cross-section of employees from all functions were invited to provide feedback and input into people-led improvements for reigniting growth across the business. The Company also made further investment in its employee engagement survey, ‘Speak up,’ adding more questions in a number of key areas. The enhanced understanding of employee views around pension benefits was one of the key drivers in the Company’s decision to review, and ultimately increase, its employer’s pension contributions to a more competitive level. Non-Executive Director fees Following a review of Non-Executive Director fees, it was agreed to increase the Non- Executive Director base fee and the Chair fee by 2% for FY26. It was also agreed to conduct a detailed market review of our overall Non-Executive Director fees in FY26, with a particular focus on the structure and quantum of additional responsibility fees, with any changes from this review being implemented in FY27.
Approach to executive remuneration in FY26
The Committee has approved a 3% salary increase for both the CEO and the CFO. This increment is consistent with average level of increase received by the workforce over the year. Effective from 1 January 2026 our employer’s pension contributions for all employees, including Executive Directors, will be increased from 6% to 9% of base salary.
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Brooks Macdonald Group plc Annual Report and Accounts 2025
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