In this section, we report on the implementation of our policies in the year ended 31 March 2014 as well as how the policy will be implemented for 2014/15.

IMPLEMENTATION OF POLICY FOR 2013/14

Remuneration committee

Membership, meetings and attendance

The Group has an established remuneration committee which is constituted in accordance with the recommendations of the UK Corporate Governance Code.

The members of the remuneration committee who served during the year are shown below together with their attendance at remuneration committee meetings:

Number of meetings attended
Keith Elliott (chairman)4/4
Toby Hayward4/4
Chris Holt4/4

The Group considers all members of the committee to be independent. Executive directors may attend remuneration committee meetings at the invitation of the committee chairman, but do not take part in any discussion about their own remuneration.

The terms of reference for the remuneration committee are available from the Company secretary.

Advisers to the committee

The committee retained New Bridge Street (an Aon plc company) as an independent adviser to the remuneration committee throughout the period. New Bridge Street are a member of the Remuneration Consultants Group and are a signatory to its code of conduct. Neither New Bridge Street nor any other part of Aon plc provided other services to the Group during the year. The fees paid to New Bridge Street in respect of work carried out in the 12 months to 31 March 2014 totalled £40,000.

Directors' earnings for the 2013/14 financial year (audited)
Remuneration received by the directors

Year ended 31 March 2014
£000SalaryBonusFeesBenefitsPensionLTIPsTOTAL
Executives
Ian Lawson (from 1/11/13)214650829233
John Dodds (until 1/11/13)120485289
Ian Cochrane (from 5/6/13)227169141438
Peter Emerson (until 5/6/13)81485
Alan Dunsmore2262550301
Derek Randall226850284
Non-executives
John Dodds (from 1/11/13)14242
Toby Hayward46060
Keith Elliott46060
Chris Holt34545
Total1,110304207461701,837

Taxable benefits include the provision of company cars, fuel for company cars, car allowances and private medical insurance. PSP awards reflect those vesting based on performance to 31 March 2014.

  1. John Dodds operated as executive chairman until 1 November 2013 when he reverted to his previous role of non-executive chairman. The salary he received as an executive director and the fees he received as a non-executive director have been disclosed separately.
  2. Ian Lawson has reached his lifetime pension limit and receives a cash alternative of 20 per cent of basic salary in lieu of pension contributions.
  3. Chris Holt served as chairman of the nomination committee for part of the year for which he was paid an additional fee of £5,000.
  4. Retired from the board on 18 July 2014.
15 month period ended 31 March 2013
£000SalaryBonusFeesBenefitsPensionLTIPsTOTAL
Executives
Tom Haughey (until 23/1/13)13672954450
John Dodds (from 23/1/13)261162
Peter Emerson (until 5/6/13)34132373
Alan Dunsmore2813263376
Derek Randall2813463378
Non-executives
John Dodds (until 23/1/13)29999
Toby Hayward7575
Keith Elliott7575
Chris Holt5151
Geoff Wright (until 31/12/12)4545
Total1,3313451281801,984

Taxable benefits include the provision of company cars, fuel for company cars, car allowances and private medical insurance. PSP awards reflect those vesting based on performance to 31 March 2013.

  1. Tom Haughey received compensation for loss of office of £423,000 (which includes pension contributions and other taxable benefits of £82,000) on his resignation as chief executive officer on 23 January 2013. These payments represent amounts to which the Group was contractually obliged.
  2. John Dodds operated as non-executive chairman from 1 January 2012 until 23 January 2013 when he was appointed executive chairman. The fees he received as a non-executive director and the salary he received as an executive director have been disclosed separately.

Past directors/loss of office payments (audited)

There have been no payments made to past directors (including Peter Emerson) or any payment for loss of office.

How pay linked to performance in 2013/2014

Bonus

The past year has been one of transition for the Group as the balance sheet was rebuilt, the executive team strengthened and the business restructured. This is reflected in the decisions reached by the committee with respect to the bonuses paid to the executive directors.

No bonus was awarded to Derek Randall or Alan Dunsmore. Ian Lawson and Ian Cochrane received a bonus of £50,000 and £169,068 respectively, of which 50 per cent has been paid in shares deferred for three years. John Dodds was paid a bonus of £85,000 in relation to his interim executive position.

As reported last year the bonus plan applicable to the executive directors at the time (Alan Dunsmore and Derek Randall) had two separate performance conditions. Eighty per cent was payable based on achieving Group-wide budget PBT with the entry point being 95 per cent of Group-wide budget PBT, rising to 50 per cent of this element being payable for achieving budget and full payout for achieving 120 per cent of budget. Actual Group-wide PBT of £4m was not sufficient to meet the budget set at the beginning of the year so this element of the bonus was not earned. Twenty per cent was payable based on achieving a target AFR. The actual AFR at the year-end was higher than the target so this element was not earned either.

The budget PBT and the AFR target and actual result are considered to be commercially sensitive as they could be used by non-listed peers to gain a competitive advantage and therefore have not been disclosed. If commercial concerns are alleviated in the future, the committee will disclose the targets and actual performance.

Given that Ian Lawson was only in post for the final five months of the financial year, it was not felt appropriate to measure the financial element of the bonus against a budget PBT set at the beginning of the year. Therefore, the financial element of Ian Lawson's bonus (80 per cent of the maximum)was set against a combination of personal and business objectives which related to completing the restructuring of the business for growth and establishment of a new management team. The element subject to the AFR target was not met and therefore is not payable. The committee took a broad assessment of performance against the personal and business objectives and determined that a prorated bonus of £50,000 (or 42.9 per cent of the maximum for this element of the bonus) was payable, of which 50 per cent would be paid in shares deferred for three years.

In the case of Ian Cochrane, his role and responsibilities as Group chief operating officer from appointment on 5 June 2013, were defined as excluding India. Therefore, the committee set his PBT performance target based on the PBT budget for the Group excluding India. As actual UK PBT exceeded the target by over 17 per cent the remuneration committee determined that he should be paid 93.5 per cent of this element of his bonus pro rata for the period that he served in that capacity (i.e. 300 out of 365 days in the financial year). The element subject to the AFR target was not met and therefore would not be payable. The calculation of his bonus was accordingly that £169,068 was payable of which 50 per cent of the bonus would be paid in shares deferred for three years.

In the case of John Dodds and as reported last year his agreement included for a performance related bonus of £50,000 payable on transition to a permanent chief executive officer, which occurred on 1 November 2013. Given that he performed the executive duties for longer than anticipated (i.e. a period of over nine months) and to reflect his exceptional performance during that time he was paid a cash bonus of £85,000. When making this determination the committee considered his leadership and performance during a difficult time for the Company, in particular in driving the Company through a successful rights issue and rebuilding the balance sheet.

PSP

No PSP awards vested in 2013/14. The 2011 PSP award was subject to an EPS performance condition measured over the three financial years ended 31 March 2014. The minimum EPS figure required for vesting of 25 per cent of the award was 6.51p (as adjusted after the rights issue in March 2013) which equates to a PBT of c.£24m. This target was not achieved and the awards have lapsed.

PSP awards granted to directors in 2013/14 (audited)

Share awards were made in the year under the PSP scheme for the three year period expiring on 31 March 2016. Details of the awards made to the executive directors are summarised below.

TypeNo. of sharesFace value1
(Percentage of salary)
Performance
condition2
Performance period% receivable for minimum performance
Ian LawsonNil-cost option549,020£350,000(100%)EPS3 financial years
ending 31 March
2016
25%
Ian CochraneNil-cost option429,688£206,250(75%)
Alan DunsmoreNil-cost option353,359£169,613(75%)
Derek RandallNil-cost option353,359£169,613(75%)
  1. Face value calculated based on the pre-grant date share price of 48p on 5 June 2013 for all except Ian Lawson which was based on the pre-grant date share price of 63.75p on 31 October 2013.
  2. Performance conditions for all these awards are aligned, with an EPS range from 2.15p (minimum performance - 25 per cent of award vests) to 4.87p (maximum performance — 100 per cent of award vests) with linear interpolation in between. This equates to a likely PBT range of c.£8m to £17m.

Outstanding share awards at the year-end (audited)

Details of share awards under the PSP to anyone who was an executive director during 2013/14 and which were outstanding at the year-end are shown in the following tables:

Outstanding share awards

Year of awardVesting date1
(June)
Performance
condition*
No. of shares at
31 March 20132
Shares granted in yearShares lapsed in yearShares vested in yearNo. of shares at 31 March 2014
Ian Lawson20132016EPS549,020549,020
Ian Cochrane20102013EPS70,68670,686
Ian Cochrane20112014EPS120,058120,058
Ian Cochrane20122015EPS153,181153,181
Ian Cochrane20132016EPS429,688429,688
Ian Cochrane total343,925429,68870,686702,927
Alan Dunsmore20102013EPS125,613125,613
Alan Dunsmore20112014EPS213,350213,350
Alan Dunsmore20122015EPS272,209272,209
Alan Dunsmore20132016EPS353,359353,359
Alan Dunsmore total611,172353,359125,613838,918
Derek Randall20102013EPS70,68670,686
Derek Randall20112014EPS213,350213,350
Derek Randall20122015EPS272,209272,209
Derek Randall20132016EPS353,359353,359
Derek Randall total556,245353,35970,686838,918
Peter Emerson20102013EPS151,471151,471
Peter Emerson20112014EPS298,427298,427
Peter Emerson20122015EPS328,248328,248
Peter Emerson total3778,146151,471626,675

* Performance conditions are all based on a range of EPS targets as follows:

Threshold
(25% vests)
Maximum
(100% vests)
20116.51p13.01p
20126.51p11.71p
20132.15p4.87p
  1. 2010 awards lapsed in June 2013 and 2011 awards lapsed in June 2014.
  2. 2011 and 2012 awards were adjusted in August 2013 to take account of the dilutive impact of the rights issue.
  3. Peter Emerson retired on 5 June 2013 and was treated as a good leaver under the PSP rules whereby his awards will be allowed to vest subject to performance being tested at the end of the performance period and prorated to reflect his period of employment.

The directors' current shareholdings (audited):

The following table provides details on the directors' beneficial interests in the Company's share capital as at 31 March 2014:

Number1SIP2PSP3Total4
John Dodds228,833228,833
Ian Lawson (from 1/11/13)82,431549,020631,451
Ian Cochrane (from 5/6/13)2,708,9797,154702,9273,419,060
Alan Dunsmore50,0007,154838,918896,072
Derek Randall50,0004,667838,918893,585
Keith Elliott383,088383,088
Toby Hayward100,000100,000
Chris Holt35,24035,240
  1. Includes shares owned by connected persons.
  2. SIP shares are unvested and held in trust.
  3. PSP shares are in the form of conditional awards which will only vest if at all on the achievement of the performance conditions prescribed at date of grant.
  4. As at 31 March 2014, in respect of the Company's shareholding guideline Ian Cochrane satisfies the guideline. The other executive directors will be required to retain a proportion of any net of tax shares which may vest from equity based plans until the guideline is achieved.

Position against dilution limits

Severfield plc complies with the ABI Principles of executive remuneration. These principles require that commitments under all of the Company's share ownership schemes (including the SIP and the PSP) must not exceed ten per cent of the issued share capital in any rolling ten year period. The Company's position against its dilution limit as at 31 March 2014 was well under the maximum ten per cent limit at 2.17 per cent.

Performance graph

The following graph shows the Group's performance, measured by total shareholder return, compared with the performance of the FTSE Small Cap Index. It is based on the change in the value of a £100 investment made on 31 March 2009 over the five-year period ended 31 March 2014.

This index was selected as it represents a broad equity market index and an appropriate comparator group of companies over the period.

Chief executive officer remuneration change

The table below shows the total remuneration figure for the chief executive officer role over the same five year period. Performance pay includes bonus and the value of PSP awards vesting in relation to performance that ended that year (at the share price at which they vested). The figures for 2013 and 2014 reflect the fact that from 23 January 2013 to 31 October 2013 John Dodds acted as executive chairman and that financial year 2013 was a 15 month period.

2009
Tom Haughey
2010
Tom Haughey
2011
Tom Haughey
2013‡
Tom Haughey
2013
John Dodds*
2014
John Dodds*
2014
Ian Lawson†
Total remuneration (£000)1,26564070145062289233
Annual bonus (%)94.8%50.1%60.5%0.0%N/AN/A34.0%
LTIP vesting (%)100.0%0.0%0.0%0.0%N/AN/AN/A

* John Dodds was appointed executive chairman in an interim capacity following Tom Haughey's resignation as chief executive officer on 23 January 2013 and prior to the appointment of Ian Lawson as chief executive officer on 1 November 2013. During this time he was awarded a discretionary bonus (no maximum was set) but not entitled to any PSP award. These figures do not include his fees as non-executive chairman.

† Appointed on 1 November 2013.

‡ Tom Haughey also received compensation for loss of office in accordance with his contract of £423,000.

How the change in chief executive officer pay for the years compare to that for the Company's employees

The table below shows the percentage change in salary, benefits and annual bonus earned between the year ended 31 March 2014 and the 15 month period ended 31 March 2013 for the chief executive officer compared to the percentage change of each of those components of pay for a group of employees. The committee has selected salaried employees in mainland UK as this geography provides the most appropriate comparator.

Chief executive officer2014
£000
2013
£000
% change
Salary350428-18.2%
Benefits830-73.3%
Bonus135N/A
Average employees
Salary13,30115,691-15.2%
Benefits1,2061,707-29.3%
Bonus665107519.6%

Relative importance of spend on pay

The following table shows the actual spend on pay for all employees relative to revenue and underlying operating profit before the results of JVs and associates:

2014
£000
2013*
£000
% change
Staff costs50,55166,967-24.5%
Revenue231,312318,256-27.3%
Underlying operating profit/(loss)7,621(19,218)139.6%
Distribution to shareholders4,462-100.0%

* The comparative period represents the 15 month period ended 31 March 2013.

Shareholder voting

The results below show the response to the 2013 AGM shareholder voting for the directors' 2013 remuneration report:

Total number of
votes1
% of
votes cast
For238,538,26199.9%
Against234,9770.1%
Total votes cast (for and against)238,773,238100%
Withheld votes1,699,902N/A
Total votes (including withheld votes)240,473,140N/A
  1. A vote abstention is not a vote in law and is not counted in the calculation of the proportion of votes cast 'for' and 'against' a resolution.

IMPLEMENTATION OF POLICY FOR 2014/15

The executive directors' current salaries

Following a review in April 2014 the committee determined that salary increases of 2.25 per cent would be made to executive directors, effective 1 July 2014. These increases are aligned with the overall salary increase budget for the wider workforce.

The executive directors' salaries for the 2014/15 financial year are as follows:

£1 July 2014
salary
1 July 2013
salary1
Change
Ian Lawson357,900350,000+2.25%
Ian Cochrane281,200275,000+2.25%
Alan Dunsmore231,250226,150+2.25%
Derek Randall231,250226,150+2.25%
  1. Or on appointment.

Benefits and pension

All executive directors will be entitled to a car allowance of £15,000 (chief executive officer: £18,000), a fuel allowance, life insurance cover and medical insurance.

A pension contribution of £50,000 will be offered to each executive director, with the exception of Ian Lawson who will be offered 20 per cent of basic salary.

Rewards for performance in 2014/2015

Bonus

The annual bonus for 2014/2015 will operate on the same basis as for 2013/2014 (although all directors will be subject to Group-wide targets)* and will be consistent with the policy detailed in the remuneration policy section of this report in terms of the maximum bonus opportunity, deferral and clawback provisions. The measures have been selected to reflect a range of financial and operational goals that support the key strategic objectives of the Group.

The performance measures and weightings will be as follows:

Profit performance-based component — 80 per cent

The sliding scale range for bonus targets in 2014/15 is as follows:

Maximum bonus based on actual PBT versus budget

PBT % of budget% of award
95 or below
10050
120 or better100

The committee believes that the budget PBT figures are commercially sensitive metrics and therefore are not disclosed at this time. Actual target figures will be disclosed on a retrospective basis when these sensitivities have been removed.

* Whilst Derek Randall remains in India the profit performance-based component of his bonus will be split 50/50 between PBT (UK) and PBT (India).

Other performance-based component — 20 per cent

AFR (accident frequency ratio) will again be used throughout the Group.

AFR is an industry recognised and measurable target. The pre-set targets have not been disclosed due to commercial sensitivities. Actual target figures will be disclosed on a retrospective basis when these sensitivities have been removed.

† Whilst Derek Randall remains in India the AFR component of his bonus will be based on AFR (India).

PSP

It is the committee's intention to grant PSP awards of 100 per cent of salary for the chief executive officer and 75 per cent of salary for other executive directors.

This year we will set a performance condition for a three year period commencing on 1 April 2014 and ending on 31 March 2017. While we have a good order book, an extensive prospects list and a strong balance sheet helped by the successful rights issue in April 2013, the risks and uncertainties in a three year forecast are clearly substantial.

At the lower threshold, below which no awards will vest, we have set a target EPS equivalent to PBT of £12m. If this level is achieved 25 per cent of the shares granted will vest. At the higher end the target EPS is set at EPS equivalent to PBT of £24m. If this is achieved, 100 per cent of the shares granted will vest. Vesting at EPS levels between the lower and upper thresholds will be calculated by linear interpolation.

These targets will require management to deliver strong, sustainable performance over the period.

How will the non-executive directors be paid in the 2014/15 financial year

The fees for the chairman and non-executive directors will be as follows:

£20152014
Chairman185,00085,000
Basic fee for other non-executive directors40,00040,000
Fees for SID role25,00015,000
Chairman of the audit, nomination and remuneration committees35,0005,000
  1. The figure for chairman reflects the basic agreed fee for the chairman and does not account for the actual payments made to John Dodds during 2013/14 due to his continued performance of the role of executive chairman from 1 April 2013 to 31 October 2013.
  2. The lower figure represents the fee agreed with Kevin Whiteman for performance of the role from 19 July 2014 onwards. Keith Elliott's fee is payable until his retirement on 18 July 2014.
  3. In 2014 Toby Hayward received a discretionary additional payment of £15,000 per annum as chairman of the audit committee.

Approval

This report was approved by the board of directors and signed on behalf of the board.

Keith Elliott
Chairman of remuneration committee
11 July 2014