DIRECTORS’ REMUNERATION REPORT continued
Richard Parry-Jones (Chairman) Angus Cockburn Tufan Erginbilgic Shonaid Jemmett-Page All members are independent non-executive Directors. The Secretary to the Committee is Jos Sclater, General Counsel & Company Secretary. The Committee met nine times during the year. Attendance at Committee meetings is set out in the table on page 63.
The Board has delegated responsibility to the Committee for: • determining the Group’s policy on executive Directors’ remuneration and, within the terms of that policy, setting the detailed remuneration and other terms of service of the executive Directors and determining the remuneration of the Company Secretary • determining the fees of the Chairman • recommending to the Chief Executive, and monitoring the level and structure of, remuneration of the most senior executives below Board level. The Committee’s terms of reference are available on our website at www.gkn.com.
The key activities that we focused on during 2015 are summarised below: Salary and annual incentive plan Determining pay-outs for the 2014 STVRS Setting measures and targets for the 2015 STVRS Annual salary review for executive Directors Long-term incentive arrangements Determining vesting level of Adam Walker’s second restricted award Determining vesting level for 2012 SEP core award Introducing new incentive plan for participants below Board level Board and Executive Committee changes Reviewing remuneration arrangements for new Chief Executive GKN Driveline Reviewing Adam Walker’s salary after his appointment as Chief Executive GKN Land Systems Approving salary and benefits for Phil Swash and Kevin Cummings upon their appointment to the Board Governance matters Reviewing risk in the context of remuneration Reviewing incentive scheme design and retention risk Consulting with shareholders on incentive framework review Reviewing performance of the Committee and its external advisers Approving remuneration report
1 Committee met twice in February 2015.
Jan Feb1 Apr Jun Jul Sep Oct Dec
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GKN plc Annual Report and Accounts 2015