Remuneration Committee report
Remuneration Committee
The Committee also: • provides oversight of the design and application of the Remuneration Policy and makes recommendation to the Board of the overarching principles for all Group employees; • ensures the policy mitigates identified conflicts of interest and is consistent with the risk appetite of the Group and supports the delivery of its strategic goals; and • reviews and approves the remuneration policies and remuneration for the Executive Directors, members of the Executive Committee, Material Risk Takers (“MRTs”) and any other employees for whom enhanced oversight is either appropriate or a regulatory requirement. The full responsibilities of the Committee are set out in the Committee’s Terms of Reference, which are reviewed annually and are available on the Group’s website. During the year, the Remuneration Committee received independent advice from Korn Ferry (UK) Limited (Korn Ferry). Korn Ferry were appointed by the Remuneration Committee in FY23 and provided advice in relation to remuneration market trends, executive incentive design and director market benchmarking. Fees were charged on a retained basis, with the total fees paid to Korn Ferry in respect of its services to the Remuneration Committee were £34,000 + VAT for the FY24 reporting period. No other services were provided by Korn Ferry during the year, and the Committee is satisfied that the advice received is objective and independent. Non-Executive Directors’ fees Following a market-based review, the Chair’s fee and the Non-Executive Director base fee were increased in FY23. No changes were made to the Senior Independent Director fee or the Committee Chair fee.
Confirmation of the change in fee structure between FY23 and FY24, which was announced in last year’s report, is shown in the below table.
Richard Price left the Remuneration Committee during FY24 following his resignation from the Acting Chair role in March 2024. Maarten Slendebroek, who joined the Group as Chair in FY24, attends the Remuneration Committee, but is not a member. The members of the Remuneration Committee as at the end of the FY24 reporting period are me as Chair, Dagmar Kershaw, Robert Burgess and James Rawlingson. There were four scheduled Remuneration Committee meetings during FY24, with members also attending a number of additional ad hoc meetings. Members’ attendance of schedule meetings is set out in the summary table on page 68. The Committee exercises independent judgement in the determination, implementation and operation of the overall Remuneration Policy for the Group.
FY24 £’000 220.0 210.0
FY23 £’000 210.0 210.0
Change in fees
4.8% 0.0% 0.0%
Chair fee 1
Acting Chair fee 2
67.5 12.5 12.5
Non-Executive Director base fee Senior Independent Director fee
67.5 10.0 10.0
25.0% 25.0%
Committee Chair fee
5.0
–
N/A
Investment Committee attendance fee 3
1 The Chair fee was increased with the appointment of Maarten Slendebroek at November 2023. 2 The Acting Chair fee was paid to Richard Price until he resigned from that role and left the Group in March 2024. 3 The Investment Committee attendance fee was established at the beginning of the FY24 reporting period. Currently, Dagmar Kershaw is the only Director that receives this fee.
Base salary review The Remuneration Committee undertook a review of the CEO’s salary at the end of the FY23 reporting period, approving a 4% increase from £416,000 per annum to £432,640 per annum. This uplift was aligned to the average remuneration increase of the wider workforce during the FY23 year-end salary review and the Remuneration Committee the revised level to be commensurate with the contribution, experience and calibre required for the role. The positioning was also supported by executive pay market data. Following the announcement the CEO would be retiring from the Group at the end of the FY25 reporting period, the Remuneration Committee determined that his FY24 salary would not be reviewed and would remain unchanged at £432,640 for the FY25 reporting period. Andrea Montague was appointed as the Group’s Chief Financial Officer with an annual base salary of £375,000 at 1 August 2023, shortly after the commencement of the FY24 reporting period. Her salary received no
further review or change during that reporting period.
Following her appointment as CEO Designate, the Remuneration Committee reviewed her salary against the CEO role and responsibilities for the FY25 reporting period. In recognition of these expanded responsibilities, her salary was increased to £460,000 from 1 July 2024. This represented an increase of 6.3% on the FY24 salary of the outgoing CEO. This increment was both consistent with that received by equivalently high performers in the wider workforce and consistent with the expectations of external candidates who were considered for the role. It also reflected the Remuneration Committee’s confidence in her ability to perform the CEO role to the highest standard, following the above target assessment of her performance in the Chief Financial Officer role in the reporting period. In repositioning her salary fully against the CEO benchmark from the beginning of the FY25, her salary will not be reviewed again when she assumes the role’s full regulatory responsibility later in the reporting period.
92 Brooks Macdonald Group plc Annual Report and Accounts 2024
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