Currently, half of the deferred shares vests after one year and half after two years, subject to continued employment. (vii) LTIP represents the value of the LTIP award which vests in respect of the 3-year performance period ending in the relevant financial year. Q&A: Redrow CEO on his priorities for 2021 By Anviksha Patel 2021-01-07T00:00:00 Matthew Pratt says WFH space, broadband strength and sustainability will be key. Therefore, there are no material changes between this Policy and the 2017 one. On retiring from the Board on 31 March 2019, Steve was considered by the Remuneration Committee to be a good leaver. John Tutte and Barbara Richmond will continue to receive a contribution towards pension of 20% of salary. As part of this review, we will be consulting with a range of stakeholders which will include our largest shareholders. Both FIT and Deloitte LLP are members of the Remuneration Consultants Group and as such voluntarily operate under the Code of Conduct in relation to executive remuneration consulting in the UK. The Committee may also determine that awards are made in the form of conditional share awards or as an equivalent cash award (which in all other respects mirrors the terms of the LTIP). These revised measures are felt to be more appropriately aligned with our current priorities as we seek to return to growth following the shock to our core business in 2020. Inevitably, the impact of the pandemic has had an impact on the annual bonus and LTIP vesting outcomes for the year ending 28 June 2020. (ii) Debbie Hewitt retired as a Non-Executive Director on 7 November 2018. The agreements and letters of appointment do not include any provisions for pre-determined compensation for early termination. The scorecard combined measures which represent an appropriate balance between ‘backward looking’ financial performance (PBT and ROCE) and ‘forward looking’ strategic and operational measures (land holdings and outlet openings) which support shareholder value creation over the medium to long-term. As noted above, Matthew is expected to retain all Deferred Bonus Plan and LTIP shares on a net of tax basis until the shareholding guideline is met. The sections below summarise details of the LTIP awards which vested in respect of 2020 (2017 awards) and which were granted during the 2020 financial year. The Committee believes that these two measures are transparent, are easy to understand, track and communicate, are cost effective to measure and fundamentally aligned to the strategic ambitions that have been communicated to the market: Both measures have a three-year performance period ending on 30 June 2022 and the targets are set out in the table below: The Remuneration Committee has considered carefully the targets to apply for each measure by taking into account internal and external forecasts. The extent to which LTIP awards vest in these circumstances will be calculated on the same basis as set out above for a takeover. The LTIP awards granted on 11 September 2019 will vest in September 2022 based on performance over the three-year performance period ending 30 June 2022 as follows: Deferred Bonus Plan awards, being 50% of the bonus earned relating to FY2019 performance, were granted during the year as set out below: * The face value has been calculated using the average share price used to determine the number of shares awarded, being 594.5p (the average over the three days to the date of grant). 6 The Scheme closed the accrual of future benefits with effect from 1 March 2012. The Remuneration Committee was part way through a comprehensive review of directors’ remuneration and was looking to consult with shareholders and proxy advisory agencies on changes to its Remuneration Policy in the final quarter of the 2020 financial year. The revised measures are felt to be more appropriately aligned with our overall business strategy and vision. The level of challenge associated with these targets will take into account the business outlook at the time. * The face value has been calculated using the average share price used to determine the number of shares awarded, being 594.5p (the average, over the three days to the date of grant). For appointments after 1 July 2017, it is the Committee’s policy that notice periods will normally be 6 months from both the Director and the Company initially and thereafter, 12 months from both the Director and the Company, and that payments in lieu of notice will comprise no more than base salary, benefits and pension only over the unexpired period of notice. As noted above, Matthew is expected to retain all Deferred Bonus Plan and LTIP shares on a net of tax basis until the shareholding guideline is met. The chart below shows the TSR of Redrow in the ten-year period to 30 June 2019 against the TSR of the FTSE 250. As a ratio measuring how efficiently the Company is at using its capital to generate profit, it is unrealistic to assume that ROCE can be maintained at its exceptional current level without affecting the Group’s ability to grow in the longer-term. EPS for the year was 32.9p and ROCE was 9.2%, reflecting the impact of COVID-19 in the final year of assessment, which meant neither measure reached their respective threshold targets and thus the award will lapse in full in November 2020. The maximum bonus opportunity for the Executive Directors during 2019 continued to be 100% of salary, in line with the Remuneration Policy. Consideration of directors’ remuneration – Remuneration Committee and advisors. Awards may also be rolled over for equivalent awards in a different company. The Remuneration Committee is supportive of this wish and therefore no bonuses will be awarded this year. This policy applies to Matthew Pratt who was appointed to the Board on 1 April 2019. Nicky Dulieu will take over as Chair having been a member of the Remuneration Committee since November 2019. The 2019 column includes the value of the 2016 LTIP award which will vest in full on 12 September 2019, using the average share price over the last three months of FY 2019 including any dividend equivalent paid. Therefore, Matthew's salary has initially been set significantly below market levels for the first year at £540,000 and the Remuneration Committee intends to increase this to £625,000 from 1 July 2021 subject to performance. The table below shows total employee remuneration and distributions to shareholders, in respect of 2019 and 2018 (and the difference between the two). (ii) There are no further performance conditions attached to the exercise of the deferred bonus awards. This was based on the achievement of stretching targets under a balanced scorecard of six key performance measures. The concept of a rolled over policy was included in guidance issued by The Investment Association and our major shareholders made it clear during a comprehensive consultation exercise that they were supportive of our rollover proposal. The Remuneration Committee is satisfied that this very strong performance over the last three years warrants full vesting. The Company also made a donation in 2019 to The Steve Morgan Foundation of £218k (2018: £218k) (being the balance for this period of Steve Morgan’s notional annual fee of £300k per annum less the £10k nominal fee). The level of challenge associated with these targets will take into account the business outlook at the time. The sections below summarise details of the LTIP awards which vested in respect of 2019 (2016 awards) and which were granted during the 2019 financial year. As described in detail on pages 1 to 37 of this Annual Report, 2019 was another outstanding year for Redrow. The accrued pension shown above is the amount of pension entitlement that would be paid each year on retirement on the normal retirement date, based on service to 29 February 2012. With the successful implementation of the Group’s succession plans, Barbara Richmond’s role on the Board has taken on greater importance and the Committee concluded that a salary adjustment was required to reflect the changing strategic needs and objectives of the Group, the broad responsibilities she undertakes which have expanded to include sales initiatives, IT, procurement and M&A; and the need to retain and reward Barbara at a time when there have been several Finance Director board changes in our sector. No bonus will be payable for performance below threshold levels set by the Committee. Whilst some of the non-profit related measures were achieved (which would have resulted in a 37.9% payout under the scheme), the Executive Directors, having reflected on the impact on Redrow’s wider stakeholders, advised the Committee during the financial year that they wished to forego voluntarily any bonus for the year. Therefore, 50% of the bonus will continue to be based on stretching PBT targets based on the current outlook and 24% will be based on delivering sales volume and revenue as consumer confidence grows. The fees charged by FIT for the provision of independent advice to the Committee during 2020 was £44,858 FIT provided no other services to the Company. Half of the 2019 bonus was deferred into Redrow shares, which vests in two tranches of 50% each, on the first and second anniversaries of the grant date, subject to continued employment. In particular, the content does not constitute any form of advice, recommendation, representation, endorsement or arrangement by FT and is not intended to be relied upon by users in making (or refraining from making) any specific investment or other decisions. As such, his award will vest on the normal vesting date (12 September 2019) and will be subject to pro rating based on his service to 31 March 2019 relative to the three year performance period to 30 June 2019. The Committee believes a mix of profit, revenue, customer service and H&S aligns the executive team with the key priorities of the business over the next 12 months. The maximum award which may be granted in respect of a financial year will normally not exceed 150% of salary. A free inside look at company reviews and salaries posted anonymously by employees. Following a review of bonus measures in light of the Group’s short to medium term objectives, the Committee has decided to make changes to the measures that will apply for 2019/20. It should be noted that a number of non-profit related targets had been met when they were assessed at the end of the year. I look forward to your support at the upcoming AGM. The charts below illustrate the potential value of the remuneration packages for the Executive Directors under the following scenarios (no share price growth is assumed): Approach to remuneration for recruitment of a new Executive Director. The Committee reserves the right to make any remuneration payments and payments for loss of office (including exercising any discretions available to it in connection with such payments) notwithstanding that they are not in line with the Remuneration Policy set out above where the terms of the payment were agreed (i) before 10 November 2014 (the date the Company’s first shareholder approved Remuneration Policy came into effect); (ii) before the Remuneration Policy set out above came into effect, provided that the terms of the payment were consistent with the shareholder-approved Remuneration Policy in force at the time they were agreed; or (iii) at a time when the relevant individual was not a director of the Company and, in the opinion of the Committee, the payment was not in consideration for the individual becoming a director of the Company. Under the shareholder approved LTIP rules, his transition from Executive to Non-Executive Chairman was not a ‘leaver’ event as he continued to be an office holder. (This figure is for the year to June 2018). A fundamental measure of annual profitability, A measure of how effectively we use our capital base, Measures the foundation for our future growth, Award vesting level as a % of share options granted (for each component), Award vesting level as a % of share options granted (for, 50% in September 2019 and 50% in September 2020, Steve Morgan (resigned from the Board on 31 March 2019), Held through Bridgemere Securities Limited, Held by other parties connected with Steve Morgan (i), Debbie Hewitt (resigned from the Board on 7 November 2018) (ii), Approval of Directors' Remuneration Report. You can also ‘sell’ some holiday in exchange for salary. His salary was reviewed as usual for 2019/20 with the result that it will be increased by 2.0%, which is less than the general workforce increases effective from 1 July 2019. In accordance with the Policy Table, the Committee also has discretion to include other benefits such as housing or relocation benefits, if relevant to reflect specific individual circumstances. LTIP awards in the FY 2020 financial year will be made at the level of 150% of salary. In such circumstances, at any time prior to the fifth anniversary of the payment of any cash bonus or vesting of a deferred bonus/ LTIP award, the Committee has discretion to: Where a charitable donation has been made in accordance with the Remuneration Policy, clawback will not apply. The Committee’s policy on salary increases, as set out in the Remuneration Policy, is that they should normally be in line with increases for employees within the business. Awards made from 2019/20, included additional triggers relating to an error in the calculation of a performance condition and circumstances which the Committee considers sufficient to have, or had potential to have, caused reputational damage will also apply. We use cookies on our site to make sure we give you the best service possible. (iii) Liz Peace retired as a Non-Executive Director on 31 August 2017. In particular, the Committee is keen to ensure that lead indicators are included to ensure a more balanced approach to performance assessment. The following table sets out the shareholding (including connected persons) of the Directors in the Company as at 30 June 2019 and current interests in long-term incentives. Therefore, the Remuneration Committee intends to grant LTIP awards at the normal time, in September, and it will set the measures and targets within six months of grant. An update statement in respect the action taken after consultation with major shareholders can be found on the Company’s website at http://investors.redrowplc.co.uk/corporate-governance and a final summary setting out the impact of shareholder feedback on the Board’s decisions can be found on page 57. Executive Directors are expected to build and retain a shareholding in the Group at least equivalent to 200% of base salary. Redrow PLC is a residential and mixed-use property development company for landowners, customers, employees, suppliers, subcontractors and investors. This report will, first, examine the CEO compensation levels in comparison to CEO compensation at companies of similar size. As shown in the table below, John Tutte and Barbara Richmond meet this guideline. The Committee has made some changes to the measures that will apply for 2019/20. Accordingly, 14% of the bonus will be based on customer service targets and 12% on health and safety underpinned by Covid-19 compliance on our sites. The boss of housebuilder Redrow has described a £110m bonus being paid to the boss of rival Persimmon as “very, very wrong”. On the move to Executive Chairman, John Tutte’s salary was unchanged. As disclosed in last year’s report, the 2020 annual bonus was based on a scorecard of measures. The value of these cash supplements is included in the pension column of the Single Total Figure of Remuneration Table on page 71. Differences in pay policy for employees and Executive Directors. There is no prescribed maximum salary. This was not reinstated until sites reopened and a significant proportion of furloughed staff had returned to work. Matthew Pratt’s salary in his new role as Chief Executive from 1 July 2020 has been set significantly below market levels at £540,000 to allow him time to gain experience and develop into the role. Redrow Salaries. These will comprise strategy-related objectives which are tailored to teach Executive Director. The GDV of land acquired remains important and prioritising a strong order book will provide focus on sales volume. This policy applies to Matthew Pratt who was appointed to the Board on 1 April 2019, after the approval of this Remuneration Policy and was appointed on 6 months’ notice. Upon taking up the role, Matthew’s pension contribution was reduced to 7% of salary which is in line with the pension contribution rate across the Redrow workforce. Consistent with last year, 50% of the bonus will be based on PBT targets. On his appointment as Non-Executive Chairman, John Tutte will receive a fee equivalent to £300k p.a. The figure provided last year was based on the average share price over the last three months of the FY2019 financial year. Where appropriate (for example, in limited circumstances where it may not be possible to grant a share award due to technical reasons), the Committee may determine that deferral is in the form of an equivalent cash award (which in all other respects mirrors the terms of the deferred share awards). 50% based on earnings per share (EPS); and, 50% based on return on capital employed (ROCE), reduce, cancel or impose further conditions on outstanding deferred bonus/LTIP awards; or, require the participant to repay (in cash or shares) some or all of the value delivered from a deferred bonus/LTIP awards; and/or. In these unprecedented times, the Board’s main priority has been to safeguard the well-being of our workforce and customers. When setting the Remuneration Policy for Executive Directors, the Committee has regard to the pay and employment conditions of employees within the Company. Awards may be made under the Redrow plc 2014 Long Term Incentive Plan (LTIP). Under Nicky’s chairmanship, the Remuneration Committee will resume its review of the Remuneration Policy from the start of the next calendar year and will seek the views of shareholders in helping to shape the new policy. To provide a market competitive benefits package to support the Director in fulfilling their role. Find out about Careers at Redrow Homes EPS for the year was 92.3p and ROCE was 28.5% resulting in both measures exceeding their stretch targets and therefore the LTIP award will vest in full in September 2019. Each appointment is for a fixed initial period of three years although this term is terminable upon either party giving three months’ notice. The Committee is comfortable that neither the FIT nor Deloitte LLP engagement partners and teams that provided remuneration advice to the Committee have connections with Redrow plc that may impair their objectivity and independence. Deferral aligns reward with long term value of Redrow shares. Land Manager salaries - 1 salaries reported. The Remuneration Committee has committed to reduce all executive directors’ contribution rates to the workforce rate of 7% of salary by 1 July 2023. Executive Directors who are members of the Company’s Defined Benefit (DB) pension scheme will continue to receive benefits under the terms of that scheme. Distributions to shareholders include the cash returns in respect of each financial year (see note 5 to the financial statements). The Committee has discretion to include, where it considers it appropriate to do so, other benefits to reflect specific individual circumstances, such as housing, relocation, travel, or other expatriate allowances. The value of any compensatory awards would be no higher, in the opinion of the Committee, than the value forfeited. He also received a pension allowance supplement of 20% of salary. The above measures support our aim for customer service excellence while maintaining focus on quality land investment which will drive long term profitability. 20% of salary); and. In line with provision 4 of the UK Corporate Governance Code, the Board has consulted with major shareholders to understand their concerns following the number of votes against this resolution and has taken action following the feedback received. Individuals are eligible to participate in the Company’s Defined Contribution (DC) pension scheme or receive a pension allowance cash supplement.Executive Directors who are members of the Company’s Defined Benefit (DB) pension scheme will continue to receive benefits under the terms of that scheme.
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