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The Remuneration Committee

The Remuneration Committee consists of the Non-Executive Directors of the Company. 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. As Chairman of the Committee, I have been asked by the Board to report to you on all remuneration matters on its behalf.

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.

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.

All of the Executive Directors participate in the EMI option schemes and one of the Executive Directors participates in an unapproved EMI option scheme. These options will be exercisable on the publication of the Company's financial results for the year ended December 2016 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
Share-based payments
£000
Total
2017
£000
Total
2016
£000
Executives
Sean Fennon235254291352
Bryce Brooks162341206247
Non-Executives
Malcolm Diamond MBE787876
Nigel Richens505043
525595625718

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
2017
No. of ordinary shares
As at
31 December
2016
No. of ordinary shares
Executives
Sean Fennon219,000219,000
Bryce Brooks94,00094,000
Non-Executives
Malcolm Diamond MBE50,00050,000
Nigel Richens50,00050,000

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 2016 and 31 December 2017
A shares £1 ordinaryB shares £1 ordinaryD shares £1 ordinary
Executives
Sean Fennon3403,1005
Bryce Brooks1803,1005

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 2016
ExercisedCancelledAs at
31 December 2017
Sean FennonEMI (Approved)249,999249,999
Sean FennonEMI (Unapproved)222,223222,223
Bryce BrooksEMI (Approved)249,999249,999

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.

On behalf of the Board

Nigel Richens

Non-Executive Director

16 April 2018