47153 AG Barr Annual Report 2025 AW4 SQ WEB - Flipbook - Page 124
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 reserves the right to make additional exit payments where such payments are made in good faith in discharge of an existing
legal obligation (or by way of damages for breach of such an obligation) or by way of settlement or compromise of any claim arising in connection with the
termination of a director’s office or employment. In doing so, the Remuneration Committee will recognise and balance the interests of shareholders and
the departing executive director, as well as the interests of the remaining directors.
Where the Remuneration Committee retains discretion it will be used to provide flexibility in certain situations, taking into account the particular circumstances
of the director’s departure and performance.
Statement of consideration of employment conditions elsewhere in the Company
The Remuneration Committee generally considers pay and employment conditions elsewhere in the Company when considering the executive directors’
remuneration. When considering base salary increases, the Remuneration Committee reviews overall levels of base pay increases offered to other
employees. Employees are not actively consulted on directors’ remuneration. The Company has regular contact with union bodies on matters of pay
and remuneration for employees covered by collective bargaining or consultation arrangements.
Existing contractual arrangements
The Remuneration Committee retains discretion to make any remuneration payments and payments for loss of office outside the Policy in this report:
• where the terms of the payment were agreed before the Policy came into effect;
• where the terms of the payment were agreed at a time when the relevant individual was not a director of the Company and, in the opinion of the
Remuneration Committee, the payment was not in consideration of the individual becoming a director of the Company; or
• to satisfy contractual commitments under legacy remuneration arrangements.
For these purposes, the term “payments” includes the satisfaction of awards of variable remuneration and, in relation to an award over shares, the terms
of the payment are agreed at the time the award is granted.
The Remuneration Committee may make minor changes to this Policy which do not have a material advantage to directors, to aid in its operation or
implementation, taking into account the interests of shareholders but without the need to seek shareholder approval.
Statement of consideration of shareholder views
During the year, the Remuneration Committee engaged with key shareholders to outline planned adjustments to the remuneration of the Chief Finance and
Operating Officer under his expanded remit, inviting their direct feedback. This included a detailed rationale for an exceptional 2025 base salary increase to
reflect his expanded role, as well as the alignment of his pension contributions with those available to the wider workforce, addressing a legacy contractual
issue, both effective from April 2025. The Committee remains committed to an ongoing dialogue with shareholders and welcomes feedback on executive
and non-executive directors’ remuneration.
Payments in relation to existing remuneration arrangements
The Remuneration Committee reserves the right to make any remuneration payments and/or 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 the date of the 2014 AGM (the date the Company’s first shareholder-approved Remuneration Policy came into effect);
ii. after the date of the 2014 AGM and 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 Remuneration Committee, the payment was not
in consideration for the individual becoming a director of the Company.
For these purposes “payments” includes the Remuneration Committee satisfying awards of variable remuneration and, in relation to an award over shares,
the terms of the payment are “agreed” at the time the award is granted.
122
