47153 AG Barr Annual Report 2025 AW4 SQ WEB - Flipbook - Page 120
A.G. BARR p.l.c. Annual Report and Accounts 2025
D I R E C TO R S ’
R E M U N E R ATI O N R E P O R T
CO N TI N U ED
The Remuneration Committee will typically seek to align the remuneration package, including salary, benefits and pension, with the Policy (as set out in the
Policy table). The maximum level of variable remuneration which may be granted (excluding buy-out awards referred to below) is 325% of salary (in line with
this Policy). Subject to this overall maximum variable remuneration, incentive awards will only be granted above the normal maximum annual award
opportunities where the Remuneration Committee considers there to be a commercial rationale, which may include but is not limited to circumstances
where an executive director is recruited at a time in the year when it would be inappropriate to provide a bonus and/or LTIP award for that year as
there would not be sufficient time to assess performance. The quantum in respect of the months employed during the year may be transferred to the
subsequent year so that reward is provided on a fair and appropriate basis. The Remuneration Committee will ensure that any such awards are linked
to the achievement of appropriate and challenging performance targets and will be forfeited if performance or continued employment conditions are
not achieved. The Remuneration Committee may also alter the performance measures, performance period and vesting period of the bonus and/or
LTIP award, if the Remuneration Committee determines that the circumstances of the recruitment merit such alteration. The rationale would be clearly
explained in the Directors’ Remuneration Report following grant. The individual will move over time onto a remuneration package that is consistent with
the normal maximum annual bonus and LTIP award opportunities set out in the Policy table.
The Remuneration Committee retains discretion to include other remuneration components or awards which are outside the specific terms of the Policy
(but subject to the limit on variable remuneration) to facilitate the hiring of candidates of an appropriate calibre, where the Remuneration Committee
believes there is a need to do so in the best interests of the Company. The Remuneration Committee would ensure that awards within the 325% of salary
variable remuneration limit are linked to the achievement of appropriate and challenging performance measures. The Remuneration Committee will not
use this discretion to make a non-performance related incentive payment (for example a “golden hello”).
In some circumstances, the Remuneration Committee may make payments or awards to recognise or “buy-out” remuneration arrangements forfeited
on leaving a previous employer. The Remuneration Committee will normally aim to do so broadly on a like-for-like basis, taking into account a number of
relevant factors regarding the forfeited arrangements, which may include the form of award, any performance conditions attached to the awards and
the time at which they would have vested. These payments or awards are excluded from the maximum level of variable remuneration referred to above,
however the Remuneration Committee’s intention is that the value awarded would be no higher than the expected value of the forfeited arrangements.
Where considered appropriate, such payments or awards will be liable to “malus” and/or “clawback” on early departure.
Any share awards referred to in this section will be granted as far as possible under the Company’s existing share plans. If necessary, and subject to the limits
referred to above, recruitment awards may be granted outside of these plans as currently permitted under the Listing Rules which allow for the grant of
awards to facilitate, in exceptional circumstances, the recruitment of an executive director.
Where a position is fulfilled internally, any ongoing remuneration obligations or outstanding variable pay elements shall be allowed to continue according
to the original terms.
Where necessary, the Company will pay appropriate relocation, travel and subsistence costs. The Remuneration Committee will seek to ensure that no more
is paid than is necessary.
Fees payable to a newly appointed Chair or non-executive director will be in line with the fee policy in place at the time of appointment.
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