5) REMUNERATION OF NON-EXECUTIVE DIRECTORS (NEDS).


During 2011, the Chairman, John Stewart, continued to review the role of the members of the Board committees. This review included consideration of whether the roles and responsibilities of the NEDs have broadened in scope and whether their time commitment had changed given the added emphasis being placed on corporate governance and risk oversight. The last fee increase was 1 January 2008. The 2011 review concluded that the base fee should continue to remain unchanged but recognition should be given to the additional responsibilities and time commitments incurred by those NEDs who sit on two or more committees (excluding the Nominations Committee), the committee chairmen and the role of the Senior Independent Director (SID). The table below outlines the new fee structure and the revised fees for the NEDs with effect from 1 July 2011. These fees will continue for 2012.

New fees with effect from 1 July 2011

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Henry Staunton

Rudy Markham

Nick Prettejohn

Mike Fairey

1

Fee for Chairman of Committee has risen from £25,000 to £30,000.

2

Fee for the Chairman has risen from £325,000 to £340,000.

Fees paid to non-executive directors are non-pensionable. In addition to their fees, directors are entitled to be reimbursed for expenses properly and reasonably incurred in respect of their office. No further remuneration is payable.

 

Chairman of Audit Committee; SID; Member of Nominations and Risk Committees

Chairman of Remuneration Committee; Member of Nominations Committee

Chairman of Risk Committee; Member of Nominations Remuneration and Audit Committees

Member of Nominations, Remuneration and Audit Committees

Base

£65,000

£65,000

£65,000

£65,000

Committee fee if sit on two or more committees excluding Nominations Committee

£10,000

 

£10,000

£10,000

Committee Chairman1

£30,000

£30,000

£30,000

 

SID

£20,000

 

 

 

Total new fee

£125,000

£95,000

£105,000

£75,000

Previous equivalent fee

£110,000

£90,000

£90,000

£65,000

Comments

Assumed role of SID wef
26 May 2011

Assumed role
of Chair of
RemCo wef
26 May 2011

Assumed role
of Chair of Risk wef 26 May 2011

Sits on two committees excluding Nominations

 

 

 

 

 

 

Dame Clara Furse

Stuart Popham

Julia Wilson

John Stewart

 

Member of Nominations and Risk Committees

Member of Nominations, Risk and Remuneration Committees

Member of Nominations and Audit Committees

Chairman

Base

£65,000

£65,000

£65,000

£340,000

Committee fee if sit on two or more committees excluding Nominations Committee

 

£10,000

 

 

Committee Chairman1

 

 

 

 

SID

 

 

 

 

Total new fee

£65,000

£75,000

£65,000

£340,0002

Previous equivalent fee

£65,000

£65,000

£65,000

£325,000

Comments

 

Sits on two committees excluding Nominations

 

 

Taking into account the new fee structure effective from 1 July 2011, the total remuneration for non-executive directors for 2011 is shown below.

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Non-executive remuneration for financial year ended 31 December 2011

 

Fees
£’000

Benefits8
£’000

2011
£’000

Total

2010
£’000

1

Sir David Walker retired from the Board on 25 May 2011 and his fee reflects the period 1 January 2011 to 25 May 2011.

2

Henry Staunton became Senior Independent Director (SID) on 26 May 2011 and his fee reflects this from 26 May 2011 to 31 December 2011.

3

Rudy Markham became Chairman of the Remuneration Committee on 26 May 2011 and his fee reflects this from 26 May 2011 to 31 December 2011.

4

Nick Prettejohn became Chairman of the Risk Committee on 26 May 2011 and his fee reflects this from 26 May to 31 December 2011.

5

Mike Fairey was appointed to the Board and Remuneration Committee on 1 May 2011 and his fee reflects this from 1 May 2011 to 31 December 2011.

6

Stuart Popham was appointed to the Board and Remuneration Committee on 1 July 2011 and his fee reflects this from 1 July 2011 to 31 December 2011.

7

Julia Wilson was appointed to the Board on 9 November 2011 and her fee represents the period from 9 November to 31 December 2011.

8

Benefits include travel costs.

The information in this table has been audited by the independent auditors, PricewaterhouseCoopers LLP.

John Stewart

333

333

325

Sir David Walker1

46

46

110

Henry Staunton2

108

108

90

James Strachan

27

1

28

65

Rudy Markham3

80

80

65

Dame Clara Furse

65

2

67

38

Nick Prettejohn4

85

85

11

Mike Fairey5

48

48

Stuart Popham6

38

38

Julia Wilson7

9

9

Total

839

3

842

704

Appointment letters are currently for three years but all directors are subject to annual re-election. Appointments may be terminated by either party without notice. Fees for the non-executive directors are determined by the Board (but NEDs do not vote on the resolution), based on a range of external information and advice set within the aggregate limits contained in the Articles of Association. The current aggregate limit for fees paid to NEDs is £1,500,000 per annum.

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NED

Date of initial appointment

Current letter of appointment start date

Current letter of appointment end date

John Stewart

January 2010

January 2010

AGM 2013

Henry Staunton

May 2004

May 2010

AGM 2013

Rudy Markham

October 2006

October 2009

AGM 2013

Nick Prettejohn

November 2010

November 2010

November 2013

Mike Fairey

May 2011

May 2011

May 2014

Dame Clara Furse

June 2009

June 2009

May 2012

Stuart Popham

July 2011

July 2011

July 2014

Julia Wilson

November 2011

November 2011

November 2014

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