| Appointments
and Remuneration Committee |
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| The Appointments and Remuneration Committee (the 'Committee')
is primarily responsible for formulating and recommending to the
Board the framework for executive remuneration, and determining,
on behalf of the Board and shareholders, the specific remuneration
packages of the executive directors. |
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| The members of the Committee during the year were Geoff
White as Committee Chairman, Digby
Jones and Eurfyl ap
Gwilym. All of the members of the Committee are independent
non-executive directors. |
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| During the year the Committee received guidance on executive
remuneration from relevant personnel, except on matters relating
to their own remuneration. The Committee also appointed New Bridge
Street Consultants during the year to provide independent, external
advice. No other services were provided to the Company during
the year by New Bridge Street Consultants. |
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| Remuneration
policy |
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| The Committee's policy is to ensure that the remuneration packages
are: |
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_ competitive by reference to a peer group of similar
companies, taking into account relative performance, size
and complexity; |
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| _ effective in attracting, retaining and motivating executive
directors and other senior management of the appropriate
calibre; and |
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| _ an appropriate means of aligning executives' interests
with the interests of shareholders. |
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| The remuneration of executive directors comprises basic salary,
private health insurance, life assurance, a contribution towards
pension, a performance related bonus and, where appropriate, the
opportunity to participate in the Group’s share option schemes.
Remuneration packages of the executive directors are reviewed
annually to ensure that they remain supportive of the Group’s
business objectives, principally the creation of shareholder value.
To this end the current remuneration is strongly weighted towards
prospective business performance. A high proportion of the remuneration
is, therefore, performance-related, in the form of cash and deferred
share bonuses. |
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| The remuneration of non-executive directors is determined by
the Board with regard to market comparatives. Independent advice
is sought to ensure parity is maintained with similar businesses.
The basic annual fee for non-executive directors was increased
during the year in line with market comparatives. The Board has
the power to pay additional remuneration for any services outside
the scope of the ordinary duties of a non-executive director. |
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| Basic salary
|
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| Basic salaries are reviewed annually and adjustments made where
necessary to reflect changes in responsibilities, individual performance
and market rates. Basic salary levels are established with reference
to the median basic salary for similar positions in comparable
FTSE Mid Cap businesses in the software and computer services
sector. |
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| Performance
related bonus |
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| The Group provides for performance related bonuses for executive
directors. Bonuses are payable at the discretion of the Appointments
and Remuneration Committee based on the Group’s performance
and the individual executive’s contribution to that performance.
The financial performance targets are set with reference to, amongst
other things, earnings per share growth and normalised profit
before tax. In order to align more closely the long-term interests
of executive directors and shareholders, the bonus scheme was
amended during the year such that 50% of any bonus earned is deferred
and is payable in shares in the Company, that must be held for
three years. |
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| The maximum bonus payable to any individual executive director
would consist of a cash bonus and deferred share bonus, each worth
100% of basic salary, but this level of bonus would be payable
only in the event of outstanding performance, substantially in
excess of the targets set. |
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