The Remuneration Committee

The role of the Remuneration Committee will be to assist the Board in fulfilling its responsibilities in respect of establishing appropriate remuneration levels and incentive policies for employees, Executives and Directors, including all share-based compensation. The remuneration of the Non-Executive Directors is approved by the Board of Directors.

Remuneration policy

The remuneration policy of the Group is:

  • to provide a suitable remuneration package to attract, motivate and retain Executive Directors who will run the Group successfully; and
  • to ensure that all long-term incentive schemes for the Directors are in line with the Shareholders' interests

The Committee makes recommendations to the Board.

No Director plays a part in any discussion about their own remuneration. The Remuneration Committee members are expected to draw on their experience to judge where to position the Group, relative to other companies' and other groups' rates of pay when considering remuneration packages for Executives.

Benefits in kind are the provision of medical insurance premiums and motor vehicles.

All of the Executive Directors have service contracts which provide for notice periods of 12 months. All of the Non-Executive Directors have service contracts which provide for notice periods of three months.

One of the Executive Directors participates in the EMI option; these options are exercisable and will lapse if the Directors leave employment for any other reason than being a 'good leaver' as defined within the scheme rules, or at the end of the tenth anniversary of the date of grant. Further details are provided in note 23 to the consolidated financial statements.

Directors' detailed remuneration

Salary
and fees
£000
Benefits
£000
Bonus
£000
Notice
£000
Total
2018
£000
Total
2017
£000
Executives
Sean Fennon262290*188*542291
Bryce Brooks1759184206
Russell Cash2929
Non-Executives
Malcolm Diamond MBE808078
Bill Wilson1313
Nigel Richens555550
6141190188903625

* Amounts relate to compensation for loss of office.

Directors' share interests

The table below shows the interests of the Directors in office at the end of the year in the share capital of the Company:

As at
31 December 2018
No. of ordinary shares
As at
31 December
2017
No. of
ordinary
shares
Executives
Bryce Brooks299,16094,000
Non-Executives
Malcolm Diamond MBE66,02850,000
Bill Wilson20,000
Nigel Richens73,50050,000

The table below shows the interests of the Directors in office at the end of the year in the share capital of the Company's subsidiary Flowtech MIP Limited:

As at 31 December 2017 and
31 December 2018
A shares
£1 ordinary
B shares £1
ordinary
D shares £1
ordinary
Executives
Bryce Brooks
As at 31 December 20171803,1005
Acquired by Flowtech Fluidpower plc in consideration for share option exercise(103)
As at 31 December 2018773,1005

A and B shares were issued on admission to AIM at a cost of £10 per share on 21 May 2014. The D shares were issued at a cost of £400 per share on 1 June 2016. All shares were issued as part of an employee share-based remuneration scheme called the 'Management Incentive Plan'. For further details refer to note 23.

Directors' share options

Details of share options held by the Directors over the ordinary shares of the Company are set out below:

SchemeAs at
31 December 2017
ExercisedCancelledAs at
31 December 2018
Sean FennonEMI (Approved)249,999(249,999)
Sean FennonEMI (Unapproved)222,223(222,223)
Bryce BrooksEMI (Approved)249,999(90,000)159,999

All options were granted on admission to AIM on 21 May 2014. The shares were issued as part of an employee share-based remuneration scheme called the 'Enterprise Management Incentive Plan'. Further details are provided in note 23 to the consolidated financial statements.