47153 AG Barr Annual Report 2025 AW4 SQ WEB - Flipbook - Page 117
Strategic Report
Element
Purpose and link to strategy
Shareholding
guidelines
continued
Operation
Corporate Governance
Maximum opportunity
Accounts
Performance measures
Post-employment
Newly appointed executive directors must
retain for two years post-employment any
shareholding arising from shares awarded/
vesting from both the deferred bonus and LTIP,
up to the above shareholding guidelines.
Incumbent executive directors must retain for
one year post-employment any shareholding
arising from shares awarded/vesting from both
the deferred bonus and LTIP after 26 January
2020, up to the above shareholding guidelines.
Chair and non-executive directors
The table below sets out an overview of the remuneration of non-executive directors:
Purpose and link to strategy
Approach of the Company
Fees are the sole element of
remuneration provided to non-executive
directors in relation to the fulfilment of
this role. Fees are set at a level that
reflects market conditions and is
sufficient to attract individuals with
appropriate knowledge and expertise.
Fees are normally reviewed annually.
The remuneration of the Chair is determined by the Remuneration Committee. Fees are set at a level which reflects
the skill, knowledge and experience of the individual, whilst taking into account appropriate market positioning.
The Board is responsible for setting the fees of the other non-executive directors. Fees may include a basic fee
and additional fees for further responsibilities (for example, chairing of Board committees and senior independent
directorship). Fees are set taking into account several factors, including the size and complexity of the business,
appropriate market data and the expected time commitment and contribution for the role.
Non-executive directors, in their capacity as non-executive, do not participate in any of the Company’s share
schemes or bonus schemes nor do they receive any pension contributions. Non-executive directors may be
eligible to receive benefits such as the use of secretarial support, travel costs (including any tax incurred on
these costs) or other benefits that may be appropriate.
Actual fee levels are disclosed in the Directors’ Annual Remuneration report for the relevant financial year.
Where an employee (other than an executive director) of the Company sits on the Board in an individual capacity,
the fee they receive as a director shall be governed by this Remuneration Policy for non-executive director fees,
but the Remuneration Policy does not apply to the pay and benefits they receive as a result of their employment.
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