3. Statement of consideration
of employment conditions
elsewhere in the Group
In designing the Remuneration Policy
and in making decisions in relation to
the remuneration of Executive Directors
pursuant to the Policy, the Committee
has and will continue to take into
account the remuneration of employees
across the Group. The Committee and
Executive Directors believe that the
success of the Group in meeting its
strategic objectives is highly dependent
upon the talents and performance of
the Group’s wider employee base.
The Group regularly reviews the
remuneration of Group employees in a
process led by the Group HR Director.
In line with the policy of the Committee
towards the Executive Directors, the
Group’s policy is to set competitive pay
levels that allow the Group to attract
and retain the talent necessary to thrive,
without paying more than is necessary
in the markets in which it operates. The
main pay review takes place in June
of each year, with an extra ‘hindsight’
review in December of each year. The
Group HR Director reports the results of
the pay review to the Committee.
Whilst the Committee does not have a
formal process for directly consulting
employees on the remuneration of
Executive Directors, it does take
full account of the pay, benefits
and employment conditions of the
wider workforce when setting the
remuneration of Executive Directors.
In particular, the Committee has
determined that in most circumstances,
salary increases for Executive Directors
should not exceed the average
increase awarded to other employees
in the Group. Increases above this
level will only be granted in exceptional
circumstances as set out in the policy
table under Fixed Remuneration:
Salary above.
The Group’s Employee Consultation
Group (‘ECG’), which is chaired by
the HR Director, is used as a formal
communication channel between
employees and the Executive Directors
to communicate and consult on matters
of importance both to and from the
employees in a constructive manner.
The ECG produces papers for the
Board at least twice per year, which are
discussed by the Board, and responded
to where required.
4. Statement of consideration
of shareholders’ views
The Committee actively welcomes the
input of shareholders in respect of its
remuneration policies and decisions
and is committed to engaging in an
open and transparent dialogue with
shareholders in relation to executive
remuneration.
In developing the Remuneration Policy,
the Chairman of the Committee sought
the views and input of the Group’s
key shareholders. The Committee
considered all views expressed by
shareholders in refining and developing
the Remuneration Policy and will
continue to engage with shareholders
in the year ahead. Shareholders
have expressed a strong preference
for the Committee to demonstrate
transparency in all aspects of the
operation of the Remuneration Policy,
and the Committee remains committed
to open and clear communication with
its shareholders. The Committee agrees
that such transparency is a legitimate
interest of shareholders, and intends
to provide maximum disclosure in all
circumstances except where such
disclosure would materially prejudice
the interests of the Group.
As a listed company, The Group strives
hard to build a long-term, two-way
relationship with its investors and will
consider their views in all areas of its
business, including on the remuneration
of its key employees.
5. Recruitment remuneration
The Committee will determine the
remuneration of new Executive
Directors in accordance with this
Remuneration Policy, taking into account
the individual’s skills, experience and
current remuneration package, together
with the responsibilities attaching to
the role concerned.
Where the Committee considers it
appropriate to offer a below-market
salary initially, for example where a
recruit’s current remuneration package
is considerably below the market
norm for the role that they are being
recruited to perform, a series of planned
above inflation, annual increases to
reach a market salary may be used.
Such increases may be made subject
to Group and individual performance.
In some circumstances, to recruit
individuals of an appropriate calibre,
it may be necessary to buyout their
variable remuneration arrangements,
which would be forfeited due to leaving
their previous employment. Where this
is done, the Committee will take into
account the form of any such award,
any performance conditions attaching
to it (including the likelihood of such
performance conditions being achieved)
and the period of vesting.
Any buyout payments made will generally
seek to reflect the structure and level
of the award it replaces, as far as
reasonably practicable. The Committee
will pay no more than is necessary to
compensate such individuals for the
awards they will be losing, taking into
account anticipated vesting levels. The
Committee would normally impose
clawback provisions on such recruitment
awards made to Executive Directors,
activated should such individual resign
or be summarily dismissed within two
years of joining the Group. Shareholders
will be informed of any such payments
at the time of recruitment along with the
reasons for making such payments.
The maximum level of annual variable
pay, which may be awarded to a new
Executive Director, will be in line with
the maximum amounts specified in
the Annual Bonus Plan and PSP, as
set out in the above, being a total of
200% of salary. For the avoidance of
doubt, this excludes the value of any
buyout payments associated with
forfeitedawards.
The Committee may approve the
meeting of an Executive Director’s
reasonable and proportionate relocation
expenses where this is considered
appropriate in all the circumstances.
Where an Executive Director is recruited
partway through a financial year, the
individual may be invited to participate
in the Annual Bonus Plan on a pro-
rated basis in that first year and may be
offered “in-flight” PSP awards pro-rated
on a suitable basis.
For the recruitment of an Executive
Director in a non-UK jurisdiction, the
Committee may approve the payment
of alternative or additional benefits and
pension arrangement in line with local
market practice. In some circumstances,
the Remuneration Committee may
agree to pay an expatriate allowance,
reimbursement of advisers’ fees and/or
offer tax equalisation arrangements.
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UP Global Sourcing Holdings plc Annual Report 2022