Directors’ remuneration report

This report has been prepared in accordance with the requirements of the Companies Act 2006 (the Act) and Schedule 8 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008 (the Regulations), the Listing Rules of the UK Listing Authority and the Combined Code. PricewaterhouseCoopers LLP has audited such content as required by the Act (the tabular information the Audited information section). A resolution to approve this report will be proposed at the AGM on 28 July 2011.

Remuneration Committee

The Remuneration Committee (the Committee) comprises independent non-executive directors and the Chairman of the Board. The members of the Committee during the year and up to the date of this report were:

Evert Henkes, Chairman
Liz Airey (until 1 July 2010)
William Camp (from 1 May 2010)
Richard Delbridge (until 1 July 2010)
Sir Peter Gershon
Douglas Hurt (from 10 March 2010 to 1 July 2010)
Robert Walker
Dr Barry Zoumas (until 1 July 2010)

The Chief Executive, Executive Vice President Human Resources, Group Compensation Manager and Executive Vice President Company Secretary and General Counsel, who acts as Secretary to the Committee, are normally invited to attend meetings to assist the Committee, although none is present or involved when his or her own remuneration is discussed.

The Committee’s terms of reference, which can be found on the Company’s website at, are reviewed annually to ensure they reflect best practice.

The Committee met six times during the year. Individual members’ attendance records at meetings during the year are given in the table in the Remuneration Committee section.

Main responsibilities of the Remuneration Committee

The Committee’s main responsibilities include:

  • setting the remuneration of the executive directors, the Company Chairman and other senior management in accordance with a policy determined by the Committee and agreed with the Board;
  • reviewing the competitiveness of executive remuneration using data from independent consultants;
  • reviewing the operation of the long-term incentive plan and annual bonus plan, and determining the participants and overall grant levels; and
  • setting performance targets for the annual bonus plan and long-term incentive plan and reviewing performance against these targets.

The Committee reviews its work and effectiveness each year and reports any recommendations to the Board. The 2011 review concluded that the Committee had fulfilled its role and responsibilities appropriately.


The Committee receives advice from independent remuneration consultants. During the year the Committee carried out a comprehensive triennial review of potential external advisors and as a result reappointed Hewitt New Bridge Street (HNBS) (part of Hewitt Associates Ltd) to act as principal adviser to the Committee. HNBS is a signatory to the Remuneration Consultant’s Voluntary Code of Conduct.

In addition to market remuneration data provided by HNBS and by Towers Watson, the Committee receives total shareholder return performance data and ranking information for the Performance Share Plan and the legacy Deferred Bonus Share Plan and general market data from Kepler Associates. Linklaters provides general legal advice on remuneration matters. Towers Watson assists with pension accounting for the Company and acts as actuaries to the UK-based Tate & Lyle Group Pension Scheme. During the year ended 31 March 2011, HNBS, Towers Watson and Kepler Associates provided no other services to the Group. Linklaters gave legal advice to the Group on a range of matters.