DIRECTORS’ REMUNERATION REPORT CONTINUED
Recruitment (and appointment) Policy The remuneration package for a new Executive Director would be set in accordance with the terms of the Company’s approved Remuneration Policy in force at the time of appointment. Similar considerations may also apply where a Director is promoted to the Board from within the Group.
Service contracts It is the Company’s policy that Executive Directors should have service contracts incorporating a maximum notice period of one year. However, it may be necessary occasionally to offer longer initial notice periods to new Executive Directors. Non-Executive Directors have letters of appointment for a term of three years, subject to re-appointment by Shareholders at each Annual General Meeting. In line with the UK Corporate Governance Code, they are generally renewed for no more than nine years in aggregate. Non-Executive Directors are not eligible for payment on termination, other than payment to the end of their three-month notice periods (six months for the Chairman).
Element
Recruitment policy
Base salary
The salary positioning for new Executive Director appointments will take into account a number of factors, including the current pay for other Executive Directors (in situ and departed), market levels of pay, the expertise, skills and experience of the individual, business need, location and his or her current level of pay. Where the Committee has set the salary of a new appointment at a discount to the market level initially until proven, they may receive an uplift or a series of planned increases (above the workforce increase) to bring the salary to the appropriate market position over time. Benefits provision would be in line with the Policy. The Committee may agree that the Company will meet appropriate relocation costs and/or incidental expenses or tax equalisation as appropriate. Pension contribution (or a cash allowance in lieu of contribution) provision will be no more than the general workforce contribution rate for the country where the Directors are located. Eligible to take part in the annual bonus, with a maximum bonus opportunity not in excess of the limits set out in the Policy. Participation will be on a pro-rata basis to reflect the time in the role in the year of appointment. Depending on the timing of the appointment, the Committee may deem it appropriate to set different annual bonus performance conditions for the first performance year of appointment. An LTIP award may be granted upon appointment but not in excess of the limits set out in the Policy. An LTIP award may be made shortly following an appointment (assuming the Company is legally permitted to do so). The Committee may deem it appropriate to set different LTIP performance conditions than apply for other awards made during the year of appointment. The approach in respect of compensation for forfeited remuneration in respect of a previous employer will be considered on a case-by-case basis taking into account all relevant factors, such as performance achieved or likely to be achieved, the proportion of the performance period remaining and the form of the award. The Committee retains the ability to make use of the relevant Listing Rule to facilitate the “buy-out”. Any “buy-out” awards would normally take account of the nature, time horizons and performance requirements attached to the awards forfeited. In the case of an internal appointment, any variable pay element awarded in respect of the prior role would be allowed to pay out according to its terms, adjusted as relevant to take into account the appointment. For the appointment of a new Chairman or Non-Executive Director, the fee arrangement would be set in accordance with the approved Policy.
Date of original appointment
Name
Role
Expiry of current term
Bruce Thompson Nick Jefferies Simon Gibbins Rosalind Kainyah
Chairman
26 February 2018
31 July 2030 1
Group Chief Executive 5 January 2009 Group Finance Director 10 June 2010 Non-Executive Director 1 January 2022 Non-Executive Director 2 September 2019 Non-Executive Director 1 June 2023
12 months by either Director or Company 12 months by either Director or Company
31 December 2027 1 September 2028
Benefits
Clive Watson Celia Baxter
31 May 2029
Pension
1 As noted in the Nomination Committee Report, following consultation with key Shareholders, Bruce Thompson’s tenure as Chairman has been extended until 2030. Other than their service contracts, no contract of significance, to which any member of the Group is a party and in which a Director is or was materially interested, subsisted at the end of, or during, the year. Policy on payment for loss of office Under the terms of their service contracts, any termination payments are not predetermined but are determined in accordance with the Director’s contractual rights, taking account of the circumstances and the Director’s duty to mitigate loss. The Company’s objective is to manage its exposure to the risk of a potential termination payment. The table below sets out key provisions for Executive Directors leaving the Company under their service contracts and the incentive plan rules.
Annual bonus
Long-Term Incentive Plan
Element
Termination policy
Fixed pay
On termination, the Company may make a payment in lieu of notice (“PILON”) which is equal to the aggregate of the base salary and cash equivalent of other benefits for the unexpired notice period. The Company may pay the PILON either as a lump sum or in equal monthly instalments, from the date on which the employment terminates until the end of the relevant period. If alternative employment is commenced, for each month that instalments of the PILON remain payable, the monthly amount paid may be reduced by the amount received from such alternative employment. Upon cessation of employment, there will be no entitlement to bonus for the year of exit and any unvested Deferred Share Bonus Plan (“DSBP”) awards shall ordinarily lapse. If identified as a “good leaver” 1 for the purposes of the bonus plan, the bonus payout will be pro-rated for time based on the Committee’s reasonable assessment of the achievement of the performance measures in respect of the relevant financial year. The bonus for the year of termination may be paid in cash or a mix of cash and deferred share bonus awards. If identified as a “good leaver” under the DSBP, awards shall vest on the earlier of the normal vesting date and the second anniversary of cessation other than in the case of death where awards vest early. Upon cessation of employment, any unvested LTIP awards shall ordinarily lapse. Any vested awards which remain subject to a holding period will not be subject to forfeiture. If identified as a “good leaver” under the LTIP scheme, outstanding awards will normally vest on their normal vesting dates (or on such earlier date as the Committee may determine, for example in the case of death), normally with a pro rata reduction for service in the normal vesting period up until the date of leaving and in each case subject to the outcome of the performance conditions (assessed on normal timetable or early as relevant). Holding periods will expire on the earlier of their normal two-year expiry or the second anniversary of ceasing to be a Director.
Compensation for forfeited remuneration
Annual bonus
Chairman and Non-Executive Directors
LTIP
1 Good leaver reasons include cessation of employment by reason of ill health, injury, disability, redundancy, retirement with the agreement of the Committee, the participant’s office or employment being with a company which ceases to be a Group member or relating to a business which is transferred to a person who is not a Group member, or for any other reason at the Committee’s discretion.
124
125
discoverIE Group plc Innovative Electronics
Annual Report and Accounts for the year ended 31 March 2026
Made with FlippingBook - professional solution for displaying marketing and sales documents online