Introduction

This part of the Directors' remuneration report sets out the Directors' remuneration paid in 2013. It sets out actual payments to Directors and details on the link between Company performance and remuneration of the Chief Executive Officer. This part, together with the Description of the Remuneration Committee are the Annual Report on Remuneration, which will be subject to a shareholder vote at the Company's AGM.

Director remuneration

The total remuneration paid to all of the Directors during the period was £3,831,000. The detailed remuneration breakdown for the Executive Directors and the Non-Executive Directors is set out separately below.

Executive Directors

Total Remuneration (audited)

The total remuneration for the period for each of the current Executive Directors is set out in the table below:

Tim SteinerJason GissingNeill AbramsDuncan Tatton-BrownMark Richardson
2013
£'000
2012
£'000
2013
£'000
2012
£'000
2013
£'000
2012
£'000
2013
£'000
2012
£'000
2013
£'000
2012
£'000
Salary41735027825022620031075258184
Taxable Benefits11111111
Pensions33282220181692115
Total Fixed Pay45137930127124521732075280199
Annual Incentive Plan252810430759257483073830777
Share Plans:
ESOS
JSOS1
LTIP
Sharesave3232
SIP
Total Variable Pay56010430759289483073830777
Recovery of sums paid
Total Remuneration1,011483608330534265627113587276
  1. JSOS shares vesting in the current year have been calculated using the Company's share price on the date of vesting, 1 January 2013. This price was below the hurdle for the JSOS share interests. Consequently no amount is shown. Notwithstanding, under the JSOS rules a participant may still benefit from an increase (if any) in the price of the Company's shares above the hurdle at a date subsequent to the vesting date.
  2. Duncan Tatton-Brown was appointed effective 1 September 2012. Mark Richardson was appointed effective 23 January 2012. Both Directors received discretionary bonus payments pursuant to their contractual arrangements and not the AIP in respect of 2012.

An explanation of each element of remuneration paid outlined in the table is set out in the following section.

The Company has obtained a written confirmation from each Executive Director that they have not received any other items in the nature of remuneration from the Group, other than those already disclosed in the total remuneration table.

(i) Base Salary (audited)

As reported in the 2012 annual report and accounts, the Chief Executive Officer's salary was reviewed in January 2013 and increased effective in April 2013. During the period, the Remuneration Committee reviewed the salaries of the other Executive Directors. After taking into account a number of relevant factors which are discussed in more detail below the Remuneration Committee recommended that all basic salaries be increased. The following table shows the change in each Executive Director's salary.

NameSalary 2013 (£)Salary 2012 (£)Effective from
Neill Abrams275,000200,00025/07/2013
Jason Gissing330,000250,00025/07/2013
Mark Richardson330,000220,00025/07/2013
Tim Steiner450,000350,00001/04/2013
Duncan Tatton-Brown330,000300,00025/07/2013

In reaching its decisions, the Remuneration Committee took into account the following:

  • The fact that the Executive Directors' salaries had not been increased since 2009.
  • The increased size of the business following the completion of the Morrisons transaction and the growth in the size and the complexity of the roles of the Executive Directors and the resulting increased work commitments for them.
  • The general improved performance of the business, which included:
    • the improved financial position of the Company following the successful refinancing in November 2012, the Group's continued strong sales growth and the successful launch of CFC2; and
    • the transformational impact of the Morrisons transaction on the Group's financial position, performance and future prospects.
  • The appropriate benchmark data presented by the Director of Human Resources which factored in the increase in the Company's size.
  • The Company's remuneration principle that senior executive base salaries should be at a broad market rate compared with similar senior executive roles and levels of responsibility in companies of a similar size and complexity to the Company.

The increases, which positioned the salaries broadly around the market median for a company of the Company's size and complexity, also aim to help retain our Executive Directors as the Company enters a critical stage of its development.

(ii) Taxable benefits (audited)

The Executive Directors received taxable benefits during the period, notably private medical insurance. The Executive Directors also received other benefits, which are not taxable, including life assurance, travel insurance and Group-wide employee benefits, such as an employee product discount.

(iii) Pensions (audited)

The Company made pension contributions on behalf of Directors to the defined contribution Group personal pension scheme (which is administered by Standard Life). The employer contribution to the pension scheme in respect of each Director was 8% of base salary, except in the case of Duncan Tatton-Brown, who joined the Group in September 2012, which was 6% of base salary.

(iv) Annual Incentive Plan (audited)

The Remuneration Committee adjusts the design of the Annual Incentive Plan each year to incentivise the delivery of key business objectives and individual performance for that financial year. The 2013 Annual Incentive Plan was based on the performance targets set out below (being percentages of base salary).

Tim SteinerDuncan Tatton-BrownJason GissingMark RichardsonNeill Abrams
Financial objectives
EBITDA (%)4040404040
Gross sales (%)4040404040
Individual objectives
(%)2020202020
Examples of business area Completion and delivery of transaction to monetise Group's IP.
objectivesSet longer-term financing strategy in light of new strategic objectivesImprove Webshop functionalityIncrease CFC2 order volumes to agreed levelReview of Group structure
 Review of internal and external reporting and communicationIncrease product range to agreed levelsImprove CFC1 productivity to agreed levelReview and re-tender insurance arrangements

Financial performance measures, namely gross sales and EBITDA, were the primary targets, with 80% of the annual bonus being determined by performance against targets set by the Remuneration Committee at the start of the financial year, by reference to the Company's budget for the period. Of the balance, 20% related to individual objectives for each of the Directors, largely independent of the financial objectives. Each target was discrete and could be earned separately.

Financial targets

The Group's gross sales for the period was £852.4 million which was above the ''maximum" set under the 2013 Annual Incentive Plan. Accordingly, achievement against this objective was 40% of salary. The Group's EBITDA for the period was £45.8 million which was close to the "maximum" set under the 2013 Annual Incentive Plan. Accordingly, achievement against this objective was 34.8% of a possible 40% of salary.

Individual targets

Each Executive Director had between five and seven individual objectives, with different weightings, under the plan. They related to specific programmes relevant to each Executive Director's business area for which they have primary responsibility. Common to all of the Executive Directors was an individual objective relating to agreeing, completing and delivering the Morrisons transaction. The Remuneration Committee reviewed the performance of each Executive Director against the measurable performance metrics. Based a report by the Chief Executive Officer and Chairman and on the Remuneration Committee's judgement of the performance against these individual objectives, achievement was in the range of 90% to 100% of maximum bonus opportunity for this element of the bonus, equating to 18% to 20% of salary.

Pre-condition

In addition to the above performance targets, the Remuneration Committee set a pre-condition which had to be satisfied before a payment under the Annual Incentive Plan could be made (regardless of the performance against the targets). The pre-condition was that the Group does not breach any of its financial covenants under the Group's £100 million credit facility during the period and in the period from the end of the period to the date of bonus payment. The pre-condition was complied with during the relevant part of the period. In July 2013, the Group's £100 million credit facility was repaid in full and accordingly the pre-condition did not subsequently apply.

Disclosure of targets

The achievement against the AIP targets has been disclosed. However, the Remuneration Committee considers that the targets are commercially sensitive to the Company and if disclosed could damage the Company's commercial interests. The actual AIP targets, therefore, have not been disclosed in reliance on the exemption under the regulations. The Remuneration Committee does not expect to disclose this information at a later date.

Summary of bonus earned

The Remuneration Committee has recommended an aggregate bonus payment of £1,705,505 under the 2013 Annual Incentive Plan for the period. This recommendation is based on the achievement of targets set out below. The Remuneration Committee believes that the level of bonus payment appropriately reflects the significant progress made during the period, which saw some transformational changes for the Group. The table below summarises the bonus payments for each Executive Director for the 2013 Annual Incentive Plan. The cash payment will be made in about April 2014.

Gross salesEBITDAIndividual objectivesTotal Bonus Earned
% of salary% of salary£'000
Maximum bonus potential404020100/125
Actual bonus earned
Tim Steiner4034.819.0117.25527.6
Duncan Tatton-Brown4034.818.393.1307.2
Jason Gissing4034.818.293.0306.9
Mark Richardson4034.818.293.0306.9
Neill Abrams4034.818.693.4256.8
  1. The applicable salary used for calculating the bonus payment under the rules of the 2013 Annual Incentive Plan is the current base salary.

(v) Share plans (audited)

Awards granted under long-term incentive plans only count towards the total remuneration figure for the period in which they vest. Awards under the Company's share plans are normally subject to three year vesting periods and therefore awards made during the period will not be reflected in the total remuneration figure for this period.

ESOS

Awards vesting:

No award under the ESOS vested during the period.

Awards exercised:

During the period the following options held by Executive Directors under the ESOS were exercised:

NameNumber of options exercisedExercise price (pence)
Neill Abrams100,00090.00
Mark Richardson96,850115.00

No other Directors exercised options during the period. The aggregate amount of gains made by Executive Directors on the exercise of share options was £333,829.64. Neill Abrams retained 36,850 ordinary shares subsequent to the exercise of his ESOS options.

Awards granted:

Duncan Tatton-Brown was granted options over 9,923 ordinary shares of 2 pence each under the ESOS on 8 July 2013. The exercise price was fixed at £3.02 per share. The options will vest in July 2016. This was a one-off award of options made to Duncan after joining the Group. The Group had, until mid-2013, a policy of issuing options to all new employees shortly after joining the Group. Any such options are not subject to performance conditions other than the usual three year vesting period.

The Remuneration Committee does not, as at the date of this Annual Report, have any intention of making a further award of options under the ESOS scheme to the Executive Directors. Existing options held by the Executive Directors under the ESOS were granted prior to the Company's listing in 2010 (except those granted to Duncan Tatton-Brown, noted above). Further details on all the existing options held by the Executive Directors under the ESOS can be found in the statement of Directors' shareholdings.

SIP

No awards have been granted under the SIP. The SIP will be implemented by the Company in mid-2014.

JSOS

All of the Executive Directors have invested in share interests under the JSOS scheme and so have placed actual personal wealth at risk through this scheme. These arrangements help to ensure that all of the Directors' interests are aligned with those of shareholders of the Company.

Awards vesting:

The third tranche of the JSOS vested during the period. Those JSOS interests were calculated using the share price on the date of vesting, 1 January 2013. This price of 84.75 pence per share, was below the hurdle price of 208 pence per share for the third tranche of JSOS share interests. Consequently, no amount is shown in the total remuneration table.

Awards sold:

No JSOS share interests have been sold by an Executive Director during the period or since inception of the scheme.

Awards granted:

No awards of JSOS share interests were made during the period. The Remuneration Committee does not, as at the date of this Annual Report, have any intention of making a further award of share interests under the JSOS scheme to the Executive Directors. Most share interests held by the Executive Directors under the JSOS were granted prior to the Company's listing in 2010. Further details on all the existing JSOS share interests held by the Executive Directors under the JSOS can be found in the statement of Directors' shareholdings.

LTIP

Awards vesting:

This was the first year of operation for the LTIP, as such no awards vested during the period.

Awards granted:

The LTIP was approved by shareholders at the 2013 annual general meeting. The LTIP was introduced to help maintain the alignment of the Executive Directors' and shareholders' interests, and to help attract and retain executive candidates of the right calibre. As explained in 2013, in its first year of operation, LTIP awards were made in respect of both 2012 and 2013. As a result in 2013 only, an LTIP award of up to 300% of annual base salary was made, representing twice the size of a typical annual LTIP award. In the case of the Chief Executive Officer, an LTIP award with a total market value of 400% of annual base salary was made. The number of shares subject of an LTIP award was determined based on a price of 131.2 pence per share, being the volume weighted average price of the Company's ordinary shares on the three trading days prior to 11 March 2013 (the date that the Remuneration Committee determined the number of shares the subject of the LTIP awards). The LTIP awards are conditional awards under the rules of the LTIP, which is a right to receive free shares in the Company, subject to the achievement of performance conditions over a three year performance period.

Director% SalaryDouble Award (£'000)Number of Shares
Tim Steiner4001,8001,371,951
Jason Gissing280700533,536
Mark Richardson280616469,512
Neill Abrams200400304,878
Duncan Tatton-Brown300900685,975

The LTIP awards for 2013 have one performance condition which is the Company's earnings before interest and tax ("EBIT") pre-exceptional items for the financial year ending November 2015. The Remuneration Committee has agreed "threshold" and "maximum" conditions that must be achieved. No LTIP award will vest unless a "threshold" level of performance condition has been achieved. At "threshold" performance, 25% of an LTIP award will vest and at "maximum" performance, 100% of an LTIP award will vest. Vesting will be on a straight-line basis between the "threshold" and the "maximum". Full vesting will only occur where exceptional performance levels have been achieved and significant shareholder value created. "Threshold" vesting has been set above the Company's budgeted performance for the financial period. The actual performance condition is not disclosed due to its commercial sensitivity, but the Company will disclose the extent to which it was met after the end of the performance period.

The performance condition for the LTIP awards will be tested in relation to the financial year ending in 2015 to determine what percentage of the LTIP awards has been achieved, and will vest during 2016 to the extent that the performance condition has been achieved.

The LTIP targets have not been disclosed because the Remuneration Committee considers that the targets are commercially sensitive to the Company and if disclosed could damage the Company's commercial interests. The LTIP targets therefore have not been disclosed in reliance on the exemption under the regulations. The Remuneration Committee will consider at a later date whether it remains appropriate not to disclose such targets in future.

Further details on the shares granted to the Executive Directors under the LTIP can be found in the statement of Directors' shareholdings.

Sharesave

Awards vesting:

The first savings contract under the Sharesave Scheme matured on 1 December 2013. Tim Steiner and Neill Abrams held the vested interests in the Sharesave Scheme set out in the table below:

Number of optionsExercise price (£)Share price on 1 December 2013 (pence)Value at 1 December 2013 (£)
Tim Steiner7,7451.164.0931,677
Neill Abrams7,7451.164.0931,677

Awards exercised:

None of the Executive Directors that were participants in the Sharesave Scheme had exercised their options during the period or up to the date of this Annual Report.

Awards granted:

A third invitation to all employees was made under the Sharesave Scheme in September 2013. Tim Steiner, Neill Abrams and Duncan Tatton-Brown entered a savings contract and were each granted 2,987 options over ordinary shares on 1 October 2013 at an exercise price of 301.2 pence per share.

Participants were issued options at an option price which was discounted by 10% from the applicable market value of the Company's shares at the date of grant. Like all HMRC approved Save As You Earn schemes, options are not issued subject to performance conditions as they are not provided for under the scheme rules.

Further details on all the existing options held by the Executive Directors under the Sharesave Scheme as these can be found in the statement of Directors' shareholdings.

Non-Executive Directors

Total fees (audited)

The fees paid to the Non-Executive Directors and the Chairman during the period are set out in the remuneration table below. With the exception of the Chairman, the Non-Executive Directors received no remuneration other than their annual fee.

The remuneration arrangements for the Non-Executive Directors (except the Chairman) did not change during the period and have not changed since early 2010. The Board reviewed these arrangements following period end and recommended some changes for 2014, which are outlined in the Changes for Non-Executive Directors.

The fees for the Non-Executive Directors are determined by the Chairman and the Executive Directors. The Executive Directors and the Chairman consider that the remuneration for the Non-Executive Directors reflected the time commitment and responsibilities of the role.

FeesTaxable BenefitsAnnual BonusLong-term IncentivesPension EntitlementsTotal Remuneration
2013
£'000
2012
£'000
2013
£'000
2012
£'000
2013
£'000
2012
£'000
2013
£'000
2012
£'000
2013
£'000
2012
£'000
2013
£'000
2012
£'000
Current Directors
Sir Stuart Rose118118
David Grigson62626262
Ruth Anderson50505050
Robert Gorrie40404040
Jörn Rausing40404040
Douglas McCallum47404740
Alex Mahon40204020
Past Directors
Lord Grade¹451001358100
Wendy Becker932932
  1. The taxable benefit represents the retirement gift presented to Lord Grade prior to his retirement from the Board.

A breakdown of the fees paid to the Senior Independent Director and Board committee chairs during the period are set out in the table below.

Non-Executive DirectorBase element
£'000
Committee chair element
£'000
Senior Independent Director element
£'000
David Grigson40715
Ruth Anderson4010
Douglas McCallum4071
  1. Douglas McCallum was appointed as Remuneration Committee Chairman effective on 22 January 2013. The contractual annual committee chair element for Douglas McCallum is £8,000.

Other Remuneration

In addition to the fees, the Non-Executive Directors are entitled to the staff product discount in line with the employees.

The Company has obtained a written confirmation from each Non-Executive Director that they have not received any other items in the nature of remuneration from the Group, other than those already disclosed in the total remuneration table or noted below.

In addition to his role as a Non-Executive Director, Robert Gorrie provides consultancy services to the Group and chairs the meetings of the Ocado Council. He provides these services through Robert Gorrie Limited (of which he is the sole shareholder) and is paid a per diem fee for these services. These fees are included in related party transactions with key management personnel in Note 5.4 to the consolidated financial statements.

Chairman Remuneration (audited)

The remuneration arrangements for the Chairman were changed on the appointment of Sir Stuart Rose in March 2013, who became Chairman from the Company's annual general meeting on 10 May 2013. The following sets out the remuneration arrangements for Sir Stuart Rose. The Remuneration Committee considers that the remuneration for the Chairman reflects the time commitment and responsibilities of the role.

Base fee

The Remuneration Committee approved the following base fee structure: £40,000 per annum for the period from appointment as an independent Non-Executive Director on 11 March 2013 to the date of becoming Chairman; and £200,000 per annum thereafter. Such fee will not be reviewed by the Board for a minimum of three years from the annual general meeting in May 2013.

Chairman's Share Matching Award

In addition Sir Stuart Rose received a one-off award of £400,000 of ordinary shares in the Company (based on market value prior to the date of announcement of the appointment) to match Sir Stuart's acquisition of shares in the Company. The share award was approved by shareholders at the annual general meeting in May 2013.

The Company issued 452,284 ordinary shares in the Company to Sir Stuart ("Matching Shares") in return for payment for their nominal value of £9,046.

Sir Stuart had, prior to joining the Board, already acquired 750,000 of the Company's ordinary shares on his own account.

The Matching Shares will not vest until three years after the date of commencement as Chairman (that is 10 May 2016), and will only vest subject to Sir Stuart's continued membership of the Board. Sir Stuart will be restricted from selling any shares while on the Board and he shall not sell any of the Matching Shares until the first anniversary of his ceasing to be a member of the Board. There are no performance criteria to which vesting is subject.

If Sir Stuart leaves the Board prior to 10 May 2016 as a result of his death, illness, injury or disability, or in other circumstances which the Board decides appropriate, a number of Matching Shares will be transferred to Sir Stuart or his estate pro rata to the time he has spent as Chairman. Similarly, a pro rata number of Matching Shares (or such greater number as the Board may determine) will vest should the Company be taken over during the three year period.

In all other circumstances, should Sir Stuart cease to be a Director of the Company prior to 16 May 2016 he will forfeit his right to the Matching Shares.

Directors' terms of appointment

Executive Directors' service contracts

Ocado Limited has entered into service contracts with each of the Executive Directors for the provision of services to the Group. The terms of these contracts are consistent with the policy outlined in the Directors' Remuneration Report, though payment in lieu of notice is one times basic salary only. The terms of these contracts are set out in the table below.

DirectorDate of appointment by Ocado LimitedDate of appointment by Ocado Group plcUnexpired term (months)Notice period by Company (months)Notice period by Director (months)Current age
Jason Gissing02/02/200009/03/2010Continuous employment until terminated by either party12643
Tim Steiner13/04/200009/03/2010Continuous employment until terminated by either party12644
Neill Abrams08/09/200010/12/2009Continuous employment until terminated by either party12649
Mark Richardson03/02/201223/01/2012Continuous employment until terminated by either party12649
Duncan Tatton-Brown01/09/201201/09/2012Continuous employment until terminated by either party12648

Non-Executive Directors' letters of appointment

The Chairman and the Non-Executive Directors do not have service contracts and were appointed to the Company by letter of appointment. The details of each Non-Executive Director appointment are set out in the table below. There are no provisions in the letters of appointment for payment for early termination.

DirectorDate of appointment by Ocado LimitedDate of appointment by Ocado Group plcCurrent termNotice period (months)Current age
Robert Gorrie01/04/200009/03/20103 years154
Jörn Rausing13/03/200309/03/20103 years154
David Grigson03/02/201009/03/20103 years159
Ruth Anderson09/03/20103 years160
Douglas McCallum03/10/20113 years147
Alex Mahon01/06/20123 years140
Sir Stuart Rose11/03/20133 years664
Former Director
Lord Grade15/09/200609/03/20103 years671
Wendy Becker30/03/20123 years148

Other remuneration disclosures

Payments to past Directors (audited)

The Company does not have any arrangements for payments to any former Directors of the Company, including Lord Grade and Wendy Becker, who both resigned during the period.

Payments for loss of office (audited)

Wendy Becker resigned from the Board effective on 21 January 2013. Lord Grade retired from the Board on 10 May 2013. Both were Non-Executive Directors and under the remuneration policy, their remuneration package comprised only an annual fee and did not include benefits, pension or incentive arrangements. Both Directors were paid their director fees in accordance with the terms of their letters of appointment. Consequently no amounts were paid to or receivable by them in the period as a consequence of their loss of office. Lord Grade was given a gift to the value of £12,577, prior to his retirement from the Board as a gesture of the Company's gratitude for his long-standing service to the Company. The payment was not a termination payment and was not made in consideration of Lord Grade's departure from the Board and was not contained in his letter of appointment or otherwise an obligation imposed on the Company.

External remuneration for Executive Directors

As at the date of this Annual Report:

  • In addition to his role as Executive Director of the Company, Neill Abrams is an alternate non-executive director of Mr Price Group Limited, listed on the Johannesburg Stock Exchange (registration number 1933/004418/06, incorporated in the Republic of South Africa). The role does not involve any remuneration paid or payable to Neill.
  • In addition to his role as Executive Director of the Company, Duncan Tatton-Brown is an independent non-executive director of Rentokil Initial plc, listed on the London Stock Exchange (registration number 5393279, incorporated in England and Wales). For his services to Rentokil Initial plc Duncan is paid a fee of £70,000 per annum.

Director shareholdings (audited)

The beneficial interests in the Company's shares of Directors, serving at the end of the period, were:

DirectorOrdinary shares of 2 pence each
1 December 2013
Ordinary shares of 2 pence each
2 December 2012
Tim Steiner14,396,40014,396,400
Jason Gissing9,657,6009,657,600
Sir Stuart Rose750,000750,000
Robert Gorrie690,660690,660
Neill Abrams557,054520,204
Douglas McCallum68,00068,000
Duncan Tatton-Brown60,00060,000
Ruth Anderson55,00055,000
David Grigson15,00015,000
Alex Mahon2,000
Jorn Rausing
  1. There have been no changes in the Directors' interests in the shares issued or options granted by the Company and its subsidiaries between the end of the period and the date of this Annual Report, except:

    A decrease in Robert Gorrie's shareholding due to the sale of 275,000 shares on 5 February 2014. This has resulted in Robert Gorrie holding 415,660 shares.
    A decrease in Douglas McCallum's shareholding due to the sale of 58,000 shares on 25 February 2014. This has resulted in Douglas McCallum holding 10,000 shares.
    An increase in Alex Mahon's shareholding due to the purchase of 5,087 shares on 6 March 2014. This has resulted in Alex Mahon holding 7,087 shares.

  2. No Director had an interest in any of the Company's subsidiaries at the beginning or end of the period.
  3. Neill Abrams' holding increased by 36,850 shares due to the retention of shares after the exercise of ESOS options on 3 July 2013.

In addition to the above holdings, certain of the Directors are discretionary beneficiaries under trusts holding ordinary shares of the Company. The interests of these discretionary beneficiaries under their respective trusts are as follows:

DirectorOrdinary shares of 2 pence each
1 December 2013
Ordinary shares of 2 pence each
2 December 2012
Neill Abrams1,100,8001,100,800
Jörn Rausing69,015,60269,015,602
Jason Gissing1, 28,326,2009,391,442
Tim Steiner14,291,20014,291,200

There have been no changes in the Directors' beneficial interests in trusts holding ordinary shares of the Company except:

  1. During the period, Trident Trust Co (BVI) Limited as trustee of the Jason Gissing Life Settlement II, (of which Jason Gissing is a discretionary beneficiary) sold 1,065,242 ordinary shares at an average price of 310.6p per share. This was the first time the trust has sold shares in the Company since the IPO in July 2010.
  2. On 4 February 2014, Trident Trust Co (BVI) Limited as trustee of the Jason Gissing Life Settlement II (of which Jason Gissing is a discretionary beneficiary) sold 3,050,000 shares at 498.75 pence per share.

In addition to the above holdings, there are the following shareholdings in connection with Directors:

ShareholderConnection to DirectorOrdinary shares of 2 pence each
1 December 2013
Ordinary shares of 2 pence each
2 December 2012
Caryn AbramsSpouse of Neill Abrams75,00075,000
Caryn Abrams as discretionary beneficiary of a trustSpouse of Neill Abrams133,100133,100
Kate Tatton-BrownSpouse of Duncan Tatton-Brown50,00050,000

Director shareholding requirement (audited)

The table below shows current compliance with the Director shareholding requirements in the remuneration policy. As at the date of this Annual Report, all of the Directors comply with the requirement.

DirectorMinimum shareholding requirement (% of salary or fee)Complied with shareholding requirementBasis for compliance
Tim Steiner150YesIndirect and direct shareholdings
Jason Gissing100YesIndirect and direct shareholdings
Duncan Tatton-Brown100YesIndirect and direct shareholdings
Neill Abrams100YesIndirect and direct shareholdings
Mark Richardson100YesJSOS interests
Sir Stuart Rose100YesDirect shareholdings
Robert Gorrie100YesDirect shareholdings
Douglas McCallum100YesDirect shareholdings
Ruth Anderson100YesDirect shareholdings
David Grigson100YesDirect shareholdings
Alex Mahon100YesDirect shareholdings
Jörn Rausing100YesIndirect shareholdings

The assessment for compliance is based on the annualised salary or fee (as set out in the total remuneration tables) which applied at the end of 2013 and the share price of 576.5 pence per share on 4 March 2014, being the last practicable date prior to the publication of this Annual Report. Mark Richardson satisfies the requirement through his holding of vested JSOS share interests sitting in the EBT, based on the share price on that date.

Director interests in share schemes (audited)

ESOS (audited)

The Directors have, as at period end, the following options over ordinary shares in the Company which they were awarded (without payment) under the Group's ESOS:

DirectorDate of issue1 December 2013Exercise price (£)2 December 2012Exercise price (£)Exercise period
Tim SteinerMay-05200,0001.15200,0001.1516/05/08 – 15/05/15
Neill AbramsNov-030.90100,0000.9030/11/06 – 29/11/13
May-05100,0001.15100,0001.1516/05/08 – 15/05/15
Jason GissingMay-05200,0001.15200,0001.1516/05/08 – 15/05/15
Mark RichardsonMay-051.1596,8501.1531/05/08 – 30/05/15
May-0970,0001.2070,0001.2031/05/12 – 30/05/19
Duncan Tatton-BrownAug-139,9233.0208/07/16 – 07/07/23

Details of the movement in the number of share options outstanding during each period are as follows:

1 December 20132 December 20121
Number of share optionsWeighted average exercise price (£)Number of share optionsWeighted average exercise price (£)
Outstanding at the beginning of the period766,8501.121,338,1461.21
Granted during the period9,9233.02
Forfeited during the period(396,296)1.48
Exercised during the period(196,850)1.02(175,000)1.00
Outstanding at the end of the period579,9231.19766,8501.12
Exercisable at the end of the period570,0001.16766,8501.12

Further details on all the changes in existing options held by the Executive Directors under the ESOS can be found in the Share plans (audited).

JSOS (audited)

At the end of the period the Executive Directors' interests in ordinary shares in the Company pursuant to the Group's JSOS were as follows:

DirectorDate of issue1 December 20132 December 2012Hurdle price (£)Exercise period
Tim SteinerFeb-102,513,1002,513,1001.7301/01/11 – 01/01/19
Feb-102,513,1002,513,1001.9101/01/12 – 01/01/19
Feb-102,513,1002,513,1002.0801/01/13 – 01/01/19
Feb-102,513,0002,513,0002.2801/01/14 – 01/01/19
Neill AbramsFeb-101,017,2001,017,2001.7301/01/11 – 01/01/19
Feb-101,017,2001,017,2001.9101/01/12 – 01/01/19
Feb-101,017,2001,017,2002.0801/01/13 – 01/01/19
Feb-101,017,1001,017,1002.2801/01/14 – 01/01/19
Jason GissingFeb-101,675,4001,675,4001.7301/01/11 – 01/01/19
Feb-101,675,4001,675,4001.9101/01/12 – 01/01/19
Feb-101,675,4001,675,4002.0801/01/13 – 01/01/19
Feb-101,675,3001,675,3002.2801/01/14 – 01/01/19
Duncan Tatton-BrownNov-12365,000365,0001.7001/01/13 – 01/01/19
Nov-121,100,0001,100,0001.8801/01/14 – 01/01/19
Mark RichardsonFeb-10223,300223,3001.7301/01/11 – 01/01/19
Feb-10223,300223,3001.9101/01/12 – 01/01/19
Feb-10223,300223,3002.0801/01/13 – 01/01/19
Feb-10223,200223,2002.2801/01/14 – 01/01/19
Nov-12711,975711,9751.7001/01/13 – 01/01/19
Nov-12776,700776,7001.8001/01/14 – 01/01/19

 

Details of the movement in the number of interests in ordinary shares in the Company pursuant to the Group's JSOS were as follows:

1 December 20132 December 2012
Number of interests in ordinary sharesWeighted average price (£)Number of interests in ordinary sharesWeighted average price (£)
Outstanding at the beginning of the period28,020,0751.9728,417,1002.00
Granted during the period2,953,6751.76
Forfeited during the period(3,350,700)2.18
Exercised during the period
Outstanding at the end of the period28,020,0751.9728,020,0751.97
Exercisable at the end of the period17,363,9751.8910,858,0001.82

The prior period was restated to remove 3,350,800 interests held by Andrew Bracey, a former Director. He retains these interests, which had vested in 2011 and 2012 while he was still a Director. These had not been exercised as at the time of publication of these accounts. He does not hold any other interests in the JSOS.

LTIP (audited)

At the end of the period the Executive Directors' LTIP awards were as follows:

DirectorType of interestDate of grantBasis on which award is made (% of salary)Number of sharesFace value (£)1End of performance period2
Tim SteinerConditional shares23/07/134001,371,9511,800,00029/11/15
Jason GissingConditional shares23/07/13280533,536700,00029/11/15
Mark RichardsonConditional shares23/07/13280469,512616,00029/11/15
Neill AbramsConditional shares23/07/13200304,878400,00029/11/15
Duncan Tatton-BrownConditional shares23/07/13300685,975900,00029/11/15
  1. For the 2013 LTIP awards the face value of the award has been calculated using a price of 131.2 pence per share, being the volume weighted average price of the Company's ordinary shares on the three trading days prior to 11 March 2013 (the date that the Remuneration Committee determined the number of shares subject to the LTIP awards). As explained under LTIP , the 2013 LTIP awards were made in respect of both 2012 and 2013.
  2. View the performance target for the 2013 LTIP awards.

Chairman's Share Matching Award (audited)

At the end of the period, the Chairman's Share Matching Award was as follows:

DirectorType of interestDate of grantNumber of sharesFace value (£)1End of vesting period
Stuart RoseRestricted shares17 May 2013452,284400,00010/05/2016
  1. The face value of the award has been calculated using a price of 88.44 pence per share, being the volume weighted average share price of the Company's ordinary shares on the three trading days prior to 22 January 2013 (the date of the announcement of the Chairman's appointment). The basis for the award was to match up to £400,000 of Company shares where such shares were acquired by the Chairman.
  2. The award is not subject to any performance conditions other than continued service. Description of the award.

Sharesave Scheme (audited)

At the end of the period the Executive Directors' interests in the Sharesave Scheme were as follows:

DirectorDate of issue1 December 2013Exercise price (£)2 December 2012Exercise price (£)Exercise period
Tim SteinerOct-107,7451.167,7451.1601/12/13 – 01/06/14
Tim SteinerOct-132,9873.0101/12/16 – 31/05/17
Neill AbramsOct-107,7451.167,7451.1601/12/13 – 01/06/14
Neill AbramsOct-132,9873.0101/12/16 – 31/05/17
Jason GissingMar-129,8460.919,8460.9101/05/15 – 01/11/15
Duncan Tatton-BrownOct-132,9873.0101/12/16 – 31/05/17

Details of the movement in the number of interests in ordinary shares in the Company pursuant to the Group's Sharesave Scheme were as follows:

1 December 20132 December 2012
Number of share optionsWeighted average exercise price (£)Number of share optionsWeighted average exercise price (£)
Outstanding at the beginning of the period25,3361.0630,9801.16
Granted during the period8,9613.019,8460.91
Forfeited during the period(15,490)1.16
Exercised during the period
Outstanding at the end of the period34,2971.5725,3361.06
Exercisable at the end of the period

Share price and other option information

The closing market price of the Company's shares as at 29 November 2013, being the last trading day in the period ending on 1 December 2013, was 409.00 pence per ordinary share (2012: 73.90 pence) and the share price range applicable during the period was 70.25 pence to 454.80 pence per ordinary share.

No other Directors have options over shares of the Company outside one of the Company's recognised share schemes.

Dilution

Dilution limits

Awards granted under the Company's Sharesave Scheme and ESOS are met by the issue of new shares when the options are exercised. The allocation of awards under the JSOS were met by the subscription for new shares by the participant and the EBT. Awards granted under the LTIP and GIP may be met by the issue of new shares, the transfer of shares from treasury, or the purchase of existing shares by the EBT. The share deferral provisions in the Annual Incentive Plan have not been approved by shareholders and accordingly awards will be satisfied only by the purchase of existing shares by the EBT until such shareholder approval is obtained.

There are limits on the number of shares that may be allocated under the Company's share plans. These dilution limits were recommended by the Remuneration Committee and incorporated into the rules of the various share schemes, which have been approved by the Company's shareholders.

The dilution limits restrict the commitment to issue new ordinary shares under all share schemes of the Group to 10% of the nominal amount of the Company's issued share capital and under the JSOS, the LTIP and the GIP (and any other selective share scheme) to 5% of the nominal amount of the issued share capital of the Company. These limits are consistent with the guidelines of institutional shareholders.

The JSOS rules have additional overriding limits on the number of shares that may be allocated under the JSOS. Up to 7.5% of the Company's ordinary issued share capital may be held under the JSOS.

Impact on dilution

The Company monitors the number of shares issued under these schemes and their impact on dilution. The charts below show the Company's commitment, as at the last practical date prior to the publication date of this Annual Report, to issue new shares in respect of its share schemes assuming all performance conditions are met, all award holders remain in employment to the vesting date and all awards are settled in newly issued shares.

All share plans

All share plans

Executive share plans

Executive share plans

For these purposes, no account is taken of ordinary shares allocated prior to the Company's Admission. This summary does not include any possible commitments under any proposed new scheme, notably the SIP and GIP.

Review of changes in remuneration and Company performance

This part of the report provides some context for Directors' remuneration including Company performance, shareholder returns and spend on employee pay.

CEO historical remuneration

The table below summarises in respect of the Chief Executive Officer, the single figure of total remuneration, the Annual Incentive Plan or bonus plan payment as a percentage of maximum opportunity, and long-term incentives as a percentage of maximum opportunity for the current period and the previous four financial years.

YearCEO
Total Remuneration
(£'000)
Annual Incentive Plan or bonus as a
percentage of Maximum Opportunity
(%)
Annual Incentive Plan or bonus payment
(£'000)
Long-term Incentives as a percentage
of Maximum Opportunity (%)
20131,01193.85280
201248329.71040
2011379000
2010599n/a2200
2009564n/a2620
  1. In respect of the 2009 financial year, the Company did not produce an annual report containing disclosure comparable with the disclosure requirements for quoted companies as it was a private company at the time.
  2. The CEO total remuneration figures prior to the current period represent the previously presented audited information with necessary adjustments for amounts required to be included in the single total figure of remuneration (such as pension amounts).
  3. Prior to the 2010 financial year, the Company did not have a long-term incentive plan. From 2010, the Company had the JSOS as the main form of long-term incentive plan. For the 2010, 2011, 2012 and 2013 financial years, the JSOS interests did not have any value at the vesting date. The LTIP was implemented in 2013 but the first award has a performance period ending in 2015 and a vesting date in 2016.

CEO percentage change versus representative employee group

To put the Directors' remuneration into context, the table below sets out the change in salary, benefits, and bonus of the Chief Executive Officer and of all of our UK employees from the preceeding period to the current period.

Tim SteinerAll UK employees
Percentage change in Salary from 2012 to 201328.6%2.6%
Percentage change in Taxable Benefits from 2012 to 20130%0%
Percentage change in Annual Incentive Plan earned from 2012 to 2013407.7%0%
  1. Most of the Group's employees are not entitled to earn an annual bonus payment as part of their remuneration.
  2. The change in salary data for all UK employees is on a per capita basis.

Relative importance of spend on pay

The following table shows the Company's loss, and total Group-wide expenditure on pay for all employees for the period and last financial year. The Company did not record a profit or pay any dividends in the last two years. The information shown in this chart is based on the following:

1 December 2013
(£m)
2 December 2012
(£m)
Loss before tax(12.5)(0.6)
Total gross employee pay156.7138.0

Total Shareholder Return

The following graph shows the total shareholder return ("TSR") performance of an investment of £100 in the Company's shares from its Admission to the end of the period compared with an equivalent investment in the FTSE 250 Index (which was chosen because it represents a broad equity market index of which the Company is a constituent). The TSR was calculated by reference to the movements in share price. The Company has not paid a dividend since its Admission so the Company's TSR does not include a dividend amount.

Total Shareholder Return