Adam Crozier, Chairman of the
Remuneration Committee
Adam Crozier, Chairman of the
Remuneration Committee
This Remuneration report for the year ended 3 September 2011 has been prepared by the Remuneration Committee on behalf of the board for approval by shareholders at the Annual General Meeting to be held on 10 January 2012. The report complies with the requirements of the Listing Rules of the UK Listing Authority, Schedule 8 of the Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008 and the provisions of the 2010 UK Corporate Governance Code.
| Name of director | Position | Meetings attended |
|---|---|---|
| Nigel Northridge | Chairman | 2/2 |
| Adam Crozier (Committee Chairman) | Independent non-executive director | 2/2 |
| Martina King | Independent non-executive director | 2/2 |
| Dennis Millard | Senior independent non-executive director | 2/2 |
| Mark Rolfe | Independent non-executive director | 1/1 |
| Sophie Turner Laing | Independent non-executive director | 2/2 |
The Remuneration Committee is chaired by Adam Crozier. The other members are Dennis Millard, Martina King, Nigel Northridge, Mark Rolfe and Sophie Turner Laing. Details of non-executive directors’ experience and their other roles are set out in the directors’ biographies section here. The Company Secretary is secretary to the Committee. There were two meetings of the Committee during the year under review.
The full terms of reference for the Committee are available at www.debenhamsplc.com. In summary, the Committee has responsibility for determining all elements of the remuneration of the executive directors and the Company Secretary together with the provisions of their service agreements, reviewing the bonus structure for senior managers below board level, reviewing the appropriateness and relevance of the Company’s remuneration policy (taking into account the remuneration arrangements and levels across the Company) and administering all aspects of any share incentives in operation for senior management. The remuneration of the non-executive directors is a matter for the Company Chairman and the executive members of the board.
In performing its duties, the Committee has received external advice from Deloitte LLP (“Deloitte”) who acted as external advisers to the Committee throughout the financial year, providing independent advice on directors’ remuneration and share incentives. Deloitte also provides industry and comparative employee remuneration data to Debenhams’ management. The Chief Executive, Finance Director and Human Resources Director have attended Committee meetings and provided advice to the Committee during the year but not on matters relating to their own compensation or contracts. Deloitte also provided unrelated advisory services in respect of corporate and employment taxes during the year.
The Remuneration Committee reviews external data produced through surveys and benchmarking from Deloitte about total remuneration in other comparable companies, and the elements of that total remuneration, in order to inform its consideration of the remuneration of company executives. A comprehensive benchmarking and market practice review of executive compensation was carried out in September 2010. As a result, detailed benchmarking has not been carried out again this year.
During the year the Committee:
The Remuneration Committee reviewed its performance using an external facilitator and the overall conclusion was that the Committee was discharging its duties effectively. Arising from the review, it was agreed that an additional meeting would be included in the board calendar to enable early planning and to focus on strategic issues. In addition, the Committee agreed that its focus for the next year should be to support the new Chief Executive in ensuring that the top team remains motivated through difficult economic conditions and in considering greater use of long-term incentive plans.
When determining remuneration policy and arrangements for executive directors, the Remuneration Committee considers pay and employment conditions elsewhere in the Group and that offered by other comparable companies to ensure that the pay of executive directors remains appropriate. The Committee particularly takes into account pay increases throughout the Group when determining salary increases for executive directors. It is the Company’s policy to provide remuneration packages that will attract motivate and retain high calibre employees in a competitive retail market and, where possible, to do this in the most cost effective way for the business.
In addition to basic salary and pension provision (or equivalent cash contribution) the Company seeks to incentivise its executives and senior managers through an annual bonus scheme and through its share incentives.
Following the year end the Committee undertook a review of executive remuneration arrangement and decided to re-commence a regular programme of annual long-term incentive awards for executive directors and other key senior managers. Going forward therefore, awards will be granted annually under the Debenhams Performance Share Plan (“PSP”). Awards will vest subject to the achievement of stretching earnings per share and return on capital employed targets. The Committee considers that the PSP is the most appropriate long-term incentive plan for the business as it provides an incentive to deliver superior corporate performance whilst creating alignment with shareholders interests through the delivery of shares. The Committee consulted with shareholders regarding the operation of the remuneration policy who were generally supportive.
The following table summarises the various elements of executive remuneration:
| Element | Purpose and link to remuneration policy | Key features | Policy for 2012 |
|---|---|---|---|
| Base salary |
|
|
|
| Annual bonus |
|
|
|
| Deferred Bonus Matching Plan (“DBMP”) |
|
|
|
| Performance Share Plan (“PSP”) |
|
|
|
| Executive Share Option Plan (“ESOP”) |
|
|
|
| Benefits |
|
|
|
| Pension |
|
|
|
The Committee considers base salary and salary increases for executives in the context of remuneration levels at comparable companies of a similar size and complexity and comparable companies in the FTSE 350 Retail sector, as well as considering salary increases across the Group’s wider employee population. The Committee’s policy is to set base salaries at an appropriate level to attract and retain the quality of individuals required to successfully run a business of the size and complexity of Debenhams but without paying more than is necessary to do this.
In 2009 there was a pay freeze for all senior management. This pay freeze continued for executive directors in 2010.
In 2011 the executive directors received a 2% increase in basic salary which was in line with the employee population as a whole. This year’s review of the executive director’s salaries has resulted in a 2% increase with effect from 1 September 2011 which again is in line with salary increases throughout the Group. Michael Sharp’s salary was set at £600,000 upon his promotion to Chief Executive on 5 September 2011.
As disclosed in last year’s Remuneration report, the annual bonus scheme for executive directors for 2011 was based on one measure: profit before tax. The maximum bonus potential for 2011 was 100% of base salary. A target payout of 30% of salary would be triggered by the achievement of a profit before tax target of £155 million with the maximum only being paid out for performance significantly in excess of this level. The Committee considered this target to be both stretching and represent value creation for shareholders.
The Company achieved profit before tax of £160.3 million (representing growth of 10.3 %) which resulted in bonus payouts of 33.3% of salary. The Committee believes that this bonus payment recognises the creditable performance of the executive directors in what was another challenging year.
The Committee believes that the current performance measure, profit before tax, is strongly aligned with shareholder value creation and effectively incentivises executives to grow profit on an annual basis. The percentage of salary earned at plan was amended in the 2011 financial year from 40% to 30% to mirror the Company scheme. In line with the Company scheme this year, the threshold will revert back to 40% for the 2012 financial year. All other elements of the bonus structure will remain unchanged, including the maximum bonus opportunity which is 100% of salary. As in previous years a target level of bonus will only be delivered if plan is achieved, with the maximum bonus only being paid if performance significantly in excess of plan is achieved. While the exact targets cannot be disclosed for reasons of commercial sensitivity, the Committee believes that they are appropriately stretching and if delivered will represent value creation for shareholders.
The Committee undertook a review of the Company’s remuneration strategy following the year end, in the context of the appointment of Michael Sharp as Chief Executive, to ensure that the remuneration strategy effectively motivates executives and incentivises them to deliver the Company’s long-term goals. It was concluded that it was appropriate to adopt more “normal” public company style remuneration arrangements and in particular to commence a regular programme of annual long-term incentive awards. The Committee therefore intends to made awards to executive directors and other key senior managers under the Debenhams Performance Share Plan (“PSP”). The Committee considers that the PSP is the most appropriate long-term incentive plan for the business as it provides an incentive to deliver superior corporate performance whilst creating alignment with shareholder interest through the delivery of shares.
The Committee has discretion to grant awards under the PSP up to a maximum of 200% of base salary to executive directors and other senior executives. Up to 250% of base salary may be awarded in exceptional circumstances (eg for recruitment).
Awards under the PSP comprise a right to receive free shares or a nil cost option. Awards under the PSP normally vest on the third anniversary of the date of grant (and in the case of nil cost options must be exercised within six months of vesting) subject to satisfaction of performance conditions set by the Remuneration Committee at the time awards are granted and generally provided that the participant remains in employment. In addition, in order for the award to vest the Remuneration Committee must be satisfied that the underlying financial performance of the Company over the performance period is sufficient to justify the vesting of the award.
Existing awards under the plan are based on earnings per share growth performance. The use of this sole measure increases focus on delivering strong earnings growth and generating shareholder value through the performance period. If the performance condition is not met at the end of the performance period the awards will lapse immediately without any opportunity to re-test the relevant performance condition.
The table below sets out the performance conditions of PSP awards existing during the year:
| Date of grant | Vesting criteria | Performance condition over three-year period |
|---|---|---|
| 24 November 2009 | EPS growth |
Below absolute growth of 6% pa = zero vesting Absolute growth of 6% pa = 30% vesting Absolute growth of 10% pa = 100% Between absolute growth of 6% and 10% pa = straight line basis between 30% and 100% |
| 23 May 2011 | EPS growth |
Below absolute growth of 6% pa = zero vesting Absolute growth of 6% pa = 30% vesting Absolute growth of 10% pa = 100% Between absolute growth of 6% and 10% pa = straight line basis between 30% and 100% |
No awards vested during the year.
It is intended that the normal award levels be between 125% and 150% of base salary for the Chief Executive and between 100% and 125% of base salary for the Finance Director. In 2012, the Chief Executive will be made an award of 150% of base salary. Given that the new Chief Executive has not traditionally received annual awards, this award will provide an additional lock-in and alignment with shareholders.
Awards will be based on stretching earnings per share and return on capital employed performance targets. The Committee considers that EPS and ROCE are the most appropriate performance metrics for our business, as growing our earnings while maintaining an efficient and sustainable level of return on our capital is a key strategic driver of business performance over the next three to five years. These metrics are therefore closely aligned with the creation of shareholder value. The use of these measures was discussed with shareholders who were generally supportive.
The targets proposed for awards to be made in November 2011 are:
| Performance measures | 75% based on absolute EPS growth | 25% based on ROCE performance vs. cost of capital | |
|---|---|---|---|
| Targets | Threshold (30% vesting) | Absolute EPS growth of 6% per annum | Average ROCE which is equal to the cost of capital |
| Maximum (100% vesting) | Absolute EPS growth of 12% per annum | Average ROCE equal to the cost of capital plus 5% | |
The Committee reviewed the targets in the context of the long-term strategic plan, analysts’ forecasts and market practice and it was considered that these targets are suitably stretching.
The Committee has discretion to invite participants to invest up to 100% of net annual bonus earned into shares (“invested shares”). If the participant remains in service for three years and retains the beneficial ownership of all the invested shares s/he is, subject to the satisfaction of a stretching performance target, eligible to receive a matching share award equal to the pre-tax amount of the bonus that has been invested. If the performance target is not met at the end of the performance period, the matching share awards lapse immediately and the invested shares are returned to the participant. There is no opportunity to re-test the performance condition.
All bonus eligible employees were offered the opportunity to invest up to 50% of the 2010 bonus. Matching awards were therefore made below board level under this plan in November 2010. These awards have a primary performance metric of earnings per share. In addition, the awards are subject to the achievement of an underpin level of return on capital employed (“ROCE”) performance.
It is not intended to operate this plan for executive directors in 2012.
The Committee has discretion to grant options to acquire shares to eligible employees. Options with a face value of up to a maximum of 100% of base salary can be granted under the plan. Options may, in exceptional circumstances, be granted with a market value in excess of this amount at the discretion of the Remuneration Committee. Options can be granted in the form of unapproved options or Her Majesty’s Revenue & Customs approved options (up to the prescribed limit currently £30,000).
Share options are granted at the closing mid-market price on the day prior to the date of grant and normally become exercisable three years after grant expiring seven years later. The exercise of the options is subject to performance conditions set by the Remuneration Committee at the time awards are granted. In addition, in order for the award to vest the Remuneration Committee must be satisfied that the underlying financial performance of the Company over the performance period is sufficient to justify the vesting of the options.
Options under the Scheme are currently based on one performance measure: the Company’s return on capital employed (“ROCE”) exceeding the cost of capital. The Committee believes ROCE is an appropriate performance condition as it incentivises sustainable, efficient profit performance. If the performance condition is not met at the end of the performance period the options will lapse immediately without any opportunity to re-test the relevant performance condition.
The table below sets out the performance conditions of ESOP options existing during the year:
| Date of grant | Vesting criteria | Performance condition over three-year period |
|---|---|---|
| 24 November 2009 | ROCE growth against cost of capital |
ROCE < cost of capital = zero vesting ROCE > cost of capital = 30% vesting ROCE > cost of capital + 5% = 100% vesting Between these points the options vests on a straight line basis between 30% and 100% |
No options under the ESOP were exercised during the year.
It is not intended to operate this plan for executive directors in the future other than in exceptional circumstances.
Under the Sharesave Scheme, employees may be granted an option to acquire shares at a fixed exercise price. At the end of the savings period the employee may either exercise the option within six months of the end of the savings period using the savings contributions and bonus accumulated or have the savings and bonus repaid. No options have been granted under this scheme and there is currently no intention to use the scheme.
The Debenhams 2008 Share Incentive Plan is an unapproved plan operated by the Company. This plan is focused at key senior managers and executive directors do not participate in this plan. The purpose of the plan is to retain and incentivise key employees in the short to medium term. Awards under the plan typically have between an 18 month and three year vesting period and are subject to continuing employment and performance conditions specific to the individuals’ role within the business. Awards were granted to key individuals in November 2009, November 2010 and May 2011 under this plan.
The first tranche of options granted under this plan on 24 November 2009 for nil consideration vested on 24 May 2011 at the expiry of an 18 month vesting period. The awards totalling 690,000 shares were satisfied using shares held in The Debenhams Retail Employee Trust 2004.
The Debenhams Retail Employee Trust 2004 currently holds 1,195,042 shares in the Company. 690,000 were transferred from the Trust during the year as a result of the vesting of the share incentive awards described above. 650,000 shares are held in the trust to potentially satisfy the grants made during the year under that plan. The Trust also holds the invested shares of participants of the Deferred Bonus Matching Plan (“DBMP”). Dividends receivable on the shares held in the Trust which are not subject to the DBMP are waived on the recommendation of the Company.
It is the Company’s current intention to satisfy any future requirements of its share schemes in a method best suited to the interests of the Company, either by acquiring shares in the market, or, subject to institutional guidelines, issuing new shares. Where the awards are satisfied by newly issued shares the Company will comply with ABI guidelines on shareholder dilution. Current levels of shareholder dilution are 0.30% (2010: 0.23%) of share capital.
Generally the rules of the Company’s share schemes provide that in the event of a change of control, awards/options would vest to the extent that the performance conditions (where applicable) are satisfied at the date of such event. Any such early vesting would generally be on a time pro-rata basis.
The directors are not members of a Company pension plan, except for Michael Sharp who is a deferred member of the Debenhams Executive Pension Plan. Full details are disclosed below. However, under the terms of their contacts of employment, the executive directors are entitled to a salary supplement in lieu of pension provision of 15% of base salary. These amounts are disclosed in the directors’ emoluments table below.
As announced on 14 April 2011, Rob Templeman retired as Chief Executive on 4 September 2011. No termination payments were made under his service agreement.
Mr Templeman has entered into a consultancy agreement with the Company which can continue, at the Company’s discretion, for up to 12 months, subject to three months written notice on either side.
The performance graph below shows the Company’s total shareholder return against the FTSE 350 General Retailers Index over the period from flotation (3 May 2006) to 3 September 2011. The FTSE 350 has been chosen as Debenhams has been a member throughout the period and it is made up of a broad spectrum of retail competitors (including major general retail listed competitors) in the principal product areas in which the Company trades.

Nigel Northridge’s appointment as Chairman is subject to the terms of a letter of appointment dated 28 January 2010 and the appointment is for a term of three years ending on 31 March 2013, subject to the Company’s Articles of Association and shareholders’ re-election. In addition to time commitment, the annual engagement fee and other business interests, the Chairman is permitted to hold the office of a director or chairman of certain named companies provided that any such appointment does not interfere with his position at the Company.
The non-executive directors have letters of appointment from the Company covering matters such as duties, time commitment, fees and other business interests. The appointments of Messrs Crozier and Millard may be terminated by either party giving one month’s notice. Sophie Turner Laing, Martina King and Mark Rolfe are appointed for a term of three years, subject to the Company’s Articles of Association and shareholders’ re-election.
Fees for non-executive directors are determined by the board and are made up of an annual fee for acting as a non-executive director of the Company together with additional fees for membership of and chairing a board committee. There is a further fee for acting as senior independent non-executive director. The non-executive directors do not take part in discussions on their own remuneration which is reviewed annually by the board. The fees are set to reflect the time which they are required to commit to their duties, their experience and the amounts paid to non-executive directors in comparable companies. Fees for the non-executive directors remained frozen for 2011 and will continue to be frozen for 2012. With effect from 14 October 2010, Martina King assumed the role of Chairman of the Sustainability Committee and she receives a fee of £7,500 for this role.
Details of the letters of appointment of the Chairman and the non-executive directors are set out below and the terms are available for inspection at the Company’s registered office during normal business hours and at the Annual General Meeting.
| Name | Date of joining the Group |
Basic salary | Committee member fee |
Committee Chairman fee |
SID Fee | Current annual fee |
|---|---|---|---|---|---|---|
| Nigel Northridge | 1 January 2010 | 175,000 | – | – | – | 175,000 |
| Dennis Millard | 9 May 2006 | 40,000 | 5,000 | 10,000 | 10,000 | 65,000 |
| Adam Crozier | 9 May 2006 | 40,000 | 5,000 | 7,500 | – | 52,500 |
| Martina King | 1 August 2009 | 40,000 | 7,500 | 7,500 | – | 55,000 |
| Mark Rolfe | 1 October 2010 | 40,000 | 7,500 | – | – | 47,500 |
| Sophie Turner Laing | 1 August 2009 | 40,000 | 7,500 | – | – | 47,500 |
Michael Sharp, Chris Woodhouse and Rob Templeman entered into service agreements with the Company on 3 May 2006. Each agreement is terminable by either party giving not less than 12 months’ written notice. It is the Company’s policy that the notice periods of executive directors should not exceed one year. The Remuneration Committee has considered the financial consequences of early termination of directors’ service contracts; in order to limit and provide certainty in the event of termination of a contract without cause, the directors contracts contain liquidated damages clauses. If the Company terminates the employment without due notice, other than in circumstances such as gross misconduct or other immediate justifiable cause, the Company is required to make a payment equal to the aggregate of the executive director’s basic salary and the value of their contractual benefits for the notice period together with a payment equal to the average of the annual bonus paid to the executive director in the two bonus years prior to the termination of employment. The liquidated damages clause within service agreements of any future executive directors appointed to the board will exclude the requirement to make a payment by reference to any bonus payments made prior to termination. Further to Michael Sharp’s succession as Chief Executive, the liquidated damages clause within his service agreement has been varied by removing the reference to bonus payments. Executive directors are entitled, in addition to salary, to other benefits or equivalent cash allowances, the value of which is set out in the table of directors’ emoluments. Such benefits include company car and fuel, life, medical, dental and personal accident insurance together with product discount and personal financial advice.
The contracts for Rob Templeman and Chris Woodhouse permit each of them to hold up to two non-executive directorships in non-competing companies and to retain payments received in respect of those other directorships. Rob Templeman, who was appointed a non-executive director of Gala Coral Limited on 8 November 2010, retained fees of £248,076.89 during the year. Chris Woodhouse, who was appointed non-executive chairman of Agent Provocateur Limited on 21 April 2011 retained fees of £18,493 during the year together with £150,000 (2010: £150,000) in respect of his role of group non-executive chairman of Gondola Group Limited.
The interests of the directors in the share capital of the Company as at 3 September 2011 are shown below. Awards granted under the PSP and ESOP are shown in Part 2 of this report.
| Director | Ordinary shares held as at 28 August 2010 or date of appointment |
Ordinary shares held as at 3 September 2011 |
Ordinary shares held as at 20 October 2011 |
|---|---|---|---|
| Nigel Northridge | 100,000 | 100,000 | 100,000 |
| Rob Templeman | 14,558,769 | 14,558,769 | 14,558,769 |
| Michael Sharp(1) | 5,854,579 | 5,854,579 | 5,854,579 |
| Chris Woodhouse | 3,152,387 | 3,152,387 | 3,152,387 |
| Adam Crozier | 32,681 | 32,681 | 32,681 |
| Martina King | 10,000 | 10,000 | 10,000 |
| Dennis Millard | 69,455 | 69,455 | 69,455 |
| Mark Rolfe | – | 30,000 | 30,000 |
| Sophie Turner-Laing | 20,000 | 20,000 | 20,000 |
(1) As at 20 October 2011 Mr Sharp’s holding includes 218,904 shares held by The Sharp Discretionary Settlement of which the director is a Trustee.
The Committee will be adopting formal shareholding guidelines. All executive directors will be expected to accumulate a holding equivalent to 100% of base salary over a five year period.
The remuneration of each director who served during the year is set out in the following table.
| Director | Salary/fees £ |
Benefits £ |
Bonus £ |
Annual allowance in lieu of pension £ |
Total 2011 £ |
Total 2010 £ |
|---|---|---|---|---|---|---|
| Nigel Northridge | 175,000 | 175,000 | 175,000 | |||
| Rob Templeman | 686,531 | 26,389 | 228,615 | 102,980 | 1,044,515 | 1,477,607 |
| Chris Woodhouse | 466,832 | 27,956 | 155,455 | 70,025 | 720,268 | 1,007,453 |
| Michael Sharp(1) | 550,800 | 42,659 | 183,416 | 82,620 | 859,495 | 1,195,212 |
| Adam Crozier | 52,500 | 52,500 | 50,833 | |||
| Martina King | 54,154 | 54,154 | 44,167 | |||
| Dennis Millard | 65,000 | 65,000 | 58,333 | |||
| Mark Rolfe(2) | 43,542 | 43,542 | 40,000 | |||
| Sophie Turner-Laing | 47,500 | 47,500 | 44,167 | |||
| Total | 2,141,859 | 97,004 | 567,486 | 255,625 | 3,061,974 | 4,001,314 |
(1) Michael Sharp’s taxable benefits this year include £8,000 relating to financial advice received during the last two financial years.
(2) Mr Rolfe was appointed a non-executive director on 1 October 2010.
Michael Sharp is a deferred member of the Debenhams Executive Pension Plan. He ceased to accrue benefits in that plan on 31 March 2006.
The table below shows his pension accrued at the year end:
| Director | Increase in accrued pension during the year £ |
Increase in accrued pension during the year (net of inflation) £ |
Accumulated total accrued pension at 3 September 2011 £ |
Transfer value as at 28 August 2010 of accrued pension as at 28 August 2010 £ |
Transfer value as at 3 September 2011 of accrued pension as at 3 September 2011 £ |
Increase in transfer value during the period £ |
|---|---|---|---|---|---|---|
| Michael Sharp | 8,510 | 152 | 190,205 | 3,843,656 | 4,383,809 | 540,153 |
| Director | Date of award | Number of shares held at 28 August 2010 |
Shares awarded during the year |
Shares lapsed during the year |
Number of shares held at 3 September 2011 |
Market value on date of award |
Earliest date of vesting |
Expiry date of option |
|---|---|---|---|---|---|---|---|---|
| Michael Sharp | 24 November 2009 | 485,902 | 0 | 0 | 485,902 | 83.35p | 24/11/2012 | 24/5/2013 |
| Director | Date of award | Number of shares under option held at 28 August 2010 |
Shares granted during the year |
Shares lapsed during the year |
Option price |
umber of shares held at 3 September 2011 |
Earliest date of exercise |
Expiry date of option |
|---|---|---|---|---|---|---|---|---|
| Michael Sharp | Approved Scheme: 24 November 2009 |
35,108 | 0 | 0 | 85.45p | 35,108 | 24/11/2012 | 24/11/2019 |
| Unapproved Scheme: 24 November 2009 |
438,853 | 0 | 0 | 85.45p | 438,853 | 24/11/2012 | 24/11/2019 |
The closing mid-market price of the Company’s shares on 3 September 2011 was 54.4 pence and ranged from 52.9 pence to 77.4 pence during the period from 28 August 2010 to 3 September 2011.
On behalf of the board
Adam Crozier
Chairman of the Remuneration Committee
20 October 2011