The Remuneration Report explains the main principles and rules regarding the remuneration of the Directors of the Company and also provides details of Directors’ remuneration for the year ended 31 December 2012.
Following the UK redomiciliation, the Company does no longer maintain a Remuneration Committee and as of 6 May 2011, the Remuneration Committee exists at the level of NWR Plc.
The Remuneration Committee is chaired by Bessel Kok (senior independent director of NWR Plc), and the other members are Hans-Jörg Rudloff (Independent Director), and Zdeněk Bakala (non-executive director of NWR Plc).
The Committee sets the remuneration for the executive directors, the chairman of the board of NWR Plc and the Group’s senior managers. The Committee also advises the board of NWR Plc in relation to its responsibilities with respect to the remuneration of the non-executives directors. As all Directors, as well as the Chairman of the Board, are also on the board of NWR Plc (and the fees received from NWR Plc include their roles with the Company), their remuneration is effectively decided by the Remuneration Committee and board of NWR Plc.
During the year, the Remuneration Committee did not seek the advice or other services of any other person.
The board of Directors of NWR Plc adopted the compensation manual, including the remuneration policy, on 8 April 2011 with effect from 6 May 2011. The compensation manual remained unchanged in the course of 2012. It outlines principles regarding remuneration at senior and key positions within the NWR Group and provides a framework for the board of NWR Plc and the Remuneration Committee in this area.
The objective of the remuneration policy is to attract, retain and motivate talented executives by providing a well-balanced remuneration package. The remuneration policy aims to ensure that a competitive remuneration package for the executive directors is maintained, and benchmarked against other multinational companies based in Europe and operating in global markets.
In order to align executive performance with shareholder value, the remuneration of Executive Directors is linked not only to individual performance, but also to NWR Group’s performance. The Remuneration Committee sets their contractual terms, salary, bonuses and other benefits. The remuneration policy also sets out the remuneration of non-executive directors, as described further below. The compensation manual also provided for delegation of powers and responsibilities to certain authorised officers with respect to the remuneration of senior managers and key employees of NWR Group, who shall decide on their salary, bonuses and other benefits.
Remuneration of Executive Directors
In 2012 and in previous years, the remuneration package for Executive Directors included a significant variable element in the form of a cash bonus incentive and a long-term incentive in the form of deferred shares and stock option grants relating to A shares of NWR Plc. The Remuneration Committee ensured that an appropriate balance between the fixed and performance-related elements of executive remuneration was maintained. As a part of its remuneration policy for Executive Directors, the Deferred Bonus Plan, as described in more detail below, is used.
To ensure remuneration remains effective in supporting the Group’s business objectives, the Remuneration Committee annually reviews base salary levels for Executive Directors, taking into account external benchmarks. When setting salary levels, the Remuneration Committee takes into consideration individual performance, NWR Group performance and changes in responsibilities.
Executive Directors may be awarded cash bonuses by the Remuneration Committee. The value of the cash bonus is determined by the Remuneration Committee following evaluation of financial and non-financial benchmarks, such as achievements of the approved budget (in particular KPIs, such as EBITDA, production thresholds and revenues) and individual contribution and achievement of each Executive Director.
Stock option plan for the Chairman of the Board
On 3 September 2012, NWR Plc granted to Mr. Penny, Executive Chairman 750,000 share options over NWR Plc’s A shares in three equal tranches (representing an aggregate of 750,000 ordinary A shares). Each share option gives Mr. Penny the right to acquire one A share of NWR Plc for an exercise price of EUR 0.01. Each tranche vests equally over three years representing one third of the options each year (first tranche on the first, second and third anniversary of the grant date, second tranche on the second, third and fourth anniversary of the grant date and lastly third tranche on the third, fourth and fifth anniversary of the grant date). The options vest subject to Mr. Penny remaining employed by NWR Plc. Upon change of control the options lapse and may be, at the discretion of the board of NWR Plc, replaced by equivalent options in the company that obtains control. The directors of NWR Plc may change the option plan, however changes in the number of shares, beneficiary, exercise price and certain other rights, are subject to an ordinary resolution of the general meeting. The options are not pensionable.
Stock option plan for the former Chairman of the Board
On 1 September 2008, Mr. Salamon was awarded share options equal to 0.5 per cent of NWR’s A share capital as per the date of grant. Each share option gave Mr. Salamon the right to acquire one A share on the vesting date. Following the UK redomiciliation, NWR Plc and Mr. Salamon have amended the options granted to Mr. Salamon, so that they relate to the A shares of NWR Plc. The exercise price per option was EUR 0.01. Vesting over five years, the option award enabled Mr. Salamon to ultimately acquire 0.5 per cent of share capital of NWR Plc at 1 September 2012, subject to the condition of Mr. Salamon remaining an executive member of the Board. This stock option plan has expired with the last exercise of the options in 2012.
Deferred Bonus Plan
NWR Group operates a deferred bonus plan (the ‘Deferred Bonus Plan’) as a long-term incentive and motivation instrument for Executive Directors (in 2012 - Mr. Jelínek) as well as senior managers and key employees of NWR Group. The Deferred Bonus Plan was adopted by the board of NWR Plc on 8 April 2011 with effect from 6 May 2011, in a form substantially similar to the original deferred bonus plan operated by the Company. The rules of the Deferred Bonus Plan were amended on 13 November 2012 when a new long-term share incentive feature was introduced effective as of 1 January 2013.
The original deferred bonus plan operated by NWR was modified in connection with the redomiciliation of the Company to the UK, so that all outstanding awards over the A shares became awards over NWR Plc A shares (effective from 6 May 2011) and at the same time the Board also resolved that no new awards will be granted under that plan.
Executive Directors, senior managers and key employees of the NWR Group are eligible to participate in the Deferred Bonus Plan subject to approval of their participation by the Remuneration Committee.
Annual Bonus and Deferred Bonus Award
An annual bonus opportunity will be set as a percentage of base salary. For any bonus to be payable to an Executive Director, the annual EBITDA of NWR Plc would have to be at least 80% of the target set at the start of the year. This condition aims to provide a strong connection between business imperative and performance. Starting in 2013, the Remuneration Committee aims to bring provision of all annual bonuses for the Executive Directors under the umbrella of the Deferred Bonus Plan.
If this condition is met, the annual bonus for Executive Directors may be up to 300 per cent of their annual salary. The actual amount is determined on the basis of evaluation of performance criteria described below. The above EBITDA target does not apply to participants who are not Executive Directors or board members of any NWR Group company. For other participants bonus maximum amount is set at 200 and 300 per cent of the annual salary depending on the position held.
Performance will be measured against a balanced scorecard, providing a shared framework within which specific performance criteria shall be set relevant to the participant and his or her area of responsibility, which may include one or more of EBITDA, CAPEX, cost control, production, safety, etc. Performance criteria for the Executive Directors are set by the Remuneration Committee, for other participants these criteria are set by the respective authorised officers. The Remuneration Committee also sets the NWR Group-wide performance criteria for all participants.
Bonus eligibility will be determined using annual results. The Remuneration Committee shall decide on the actual amount of bonus payable to the Executive Directors, and authorised officers will decide in relation to the other participants (with the Remuneration Committee approving only the volume of the deferred A shares). The number of A shares granted will be derived using the average of opening prices of an A share of NWR Plc as reported by the London Stock Exchange on each of the five business days preceding and including the date of grant. The maximum number of A shares of NWR Plc offered under the Deferred Bonus Plan to an Executive Director in one bonus year may not exceed 250,000 A shares.
In addition to the annual bonus, a new long-term incentive was introduced in 2012 for (existing as well as new) participants. The LTI is designed to provide awards over fully paid A shares of NWR Plc which will normally vest three years after grant. The amount of the LTI will be determined by the Remuneration Committee but the value of the A shares of NWR Plc at the date of the grant can not be higher than the amount of annual bonus. Vesting of the LTI will be subject to performance criteria, which have not yet been determined, but will be disclosed in due course. The criteria will be set by the Remuneration Committee either for individual participant or on Group-basis, and may be either equal or more stretching than the annual bonus criteria. It should be mentioned that the LTI and the annual bonus are linked, and no LTI will be awarded unless an annual bonus under the Deferred Bonus Plan was paid. The first LTI may be awarded by the Remuneration Committee for the year 2013.
Ad hoc grants
The Deferred Bonus Plan allows ad hoc grants, although the use of such grants should be minimized to exceptional circumstances. The value of the shares subject to any ad hoc grant shall not exceed 250% of annual salary in each case, in each financial year. No ad hoc grant has been made in 2012.
A Deferred Bonus Plan award (as well as an LTI award) will vest three years after grant. The A shares of NWR Plc will be released to the participant provided that the participant is still employed by NWR Group, but may be released earlier if the participant is a good leaver. No dividend will be paid out on the deferred shares during the deferral period.
Each participant will have a put option, which will give the participant an option to sell the A shares of NWR Plc received on vesting at market price at that time to give him/her the benefit of any future price increase, but protect him/her from any potential reduction in value that he/she has already earned. The period to exercise the put option will be limited to three years and the put option will cease to exist if the participant leaves NWR Group.
Adjustment and clawback provisions
If the Remuneration Committee believes that extraordinary circumstances have occurred during the period in which the predetermined performance criteria have been or should have been achieved, which lead to an unfair result with respect to the deferred bonus amounts or LTI awarded, the Remuneration Committee retains the discretionary power to adjust the values as appropriate.
If any variable remuneration, be it in the form of cash or A shares of NWR Plc, has been awarded on the basis of incorrect financial or other data, the Board is entitled to recover such remuneration from the participant. This right of recovery exists irrespective of whether the participant has been responsible for the incorrect financial or other data or was aware or should have been aware of the inaccuracy. The right of recovery expires upon vesting.
If a participant ceases to be employed with NWR Group before vesting, in particular due to death, retirement at normal retirement age, redundancy or retirement through illness or injury, maternity leave, leave of absence, illness or personal reasons (good leaver), he/she will be entitled to receive the deferred A shares of NWR Plc, unless the Remuneration Committee decides otherwise. A participant leaving for other reasons (bad leaver) will lose their entitlement to the deferred A shares of NWR Plc.
Changes in share capital
In the event of any capitalisation, consolidation, sub-division or reduction of the share capital and in respect of any discount element in any rights issue or any other variation in the share capital, the deferred A shares of NWR Plc may be varied in such manner as Remuneration Committee shall determine.
Change in control
Upon a change in control of NWR Group, deferred shares will vest on a time pro-rated basis unless the Remuneration Committee decides that this is inappropriate given overall performance. Vested A shares of NWR Plc shall be issued or delivered, as the case may be, as soon as is practicable.
The board of NWR Plc may at any time at its sole discretion alter the Deferred Bonus Plan or propose to discontinue it. Otherwise, the Remuneration Committee may, at its sole discretion, determine the vesting or cancellation of the deferred bonus award in accordance with the principles of reasonableness and fairness and in exceptional circumstances.
Stock option plan for Executive Directors, senior management and key employees
Due to the implementation of the Deferred Bonus Plan, the stock option plan of NWR (the ‘Stock Option Plan’) was discontinued as of 31 December 2010. Since 2011 no options were granted under the Stock Option Plan, which continues only in relation to options granted previously. In connection with the UK redomiciliation, NWR Plc has granted equivalent (rollover) options over its A shares to the Executive Directors, senior managers and key employees who participated in the Stock Option Plan. These rollover options continue on the same terms and conditions as applied to the options granted originally under the Stock Option Plan (with appropriate adjustments).
As at 31 December 2012, the total number of options granted over A shares of NWR Plc (excluding options of holders who had left NWR Group and have not obtained a ‘good leaver exemption’) was 5,502,382 and their total monetary value was GBP 11,123,143 (approx. EUR 13,010,528), which was calculated on the Black-Scholes model.
Exercise of options
The exercise price of options granted upon completion of the IPO in May 2008 is GBP 13.25. The exercise price of options granted in 2009 is GBP 2.8285 and the exercise price of options granted in 2010 is GBP 7.128.
Subject to certain conditions, the options vest over a three year period. For each year during the vesting period, one third of the granted options become eligible for vesting. 50 per cent of the stock options vest if the threshold performance is achieved, and 100 per cent of the stock options vest if the target performance is achieved. Vesting between threshold and target is on a straight-line basis. For Executive Directors (including Marek Jelínek) and certain members of senior management and key employees, EBITDA threshold and target performance were used for vesting purposes. For other senior management and key employees of NWR Group, production and cost control thresholds and targets were set, as relevant to the participant and his/her area of responsibility.
Options can be exercised from the vesting date until the eighth anniversary of the date of award. Options, which have not been exercised will normally lapse on the eighth anniversary of their grant. Options may, however, be exercised early under certain circumstances, including certain terminations of employment and in the event of a takeover (change of control), scheme of arrangement or winding up. Options are not transferable and may only be exercised by the persons to whom they are granted.
No options were exercised under the Stock Option Plan during 2012.
For more details about the Stock Option Plan and its terms and conditions, please see pages 72 and 73 of the 2010 Annual Report and pages 83 and 84 of the 2011 Annual Report.
In addition to the salary, bonus and share-based incentives, additional non-cash benefits may be provided by NWR Group to Executive Directors, such as relocation allowances, accommodation allowances, school fees, medical insurance and company car arrangements. The total annual value of the non-cash benefits provided may not exceed EUR 300,000 for each individual Executive Director. These do not include pension benefits.
Executive Directors are not entitled to any benefit upon termination of their employment agreement other than the contractual benefits that apply during the notice period.
Service contracts of Executive Directors
||Date of appointment
||3 September 2012
||Twelve months’ notice by NWR Plc; six month’s notice by Director
||8 April 2011
||30 September 2012
||Not applicable executive service contract terminated.
||31 March 2011
||Six months’ notice by NWR Plc; three month’s notice by Director
|1 Service contracts which have been entered into between the Executive Directors and NWR Plc.
2 Service contracts of Executive Directors provide for payment of salary alone in lieu of notice.
Total remuneration of Executive Directors in 2012
||Cash bonus EUR
||Other benefits3 EUR
||Value of stock options exercised EUR
|1 Mr. Penny joined as Executive Director on 3 September 2012.
2 Mr. Salamon retired as Executive Chairman as at 30 September 2012.
3 Includes in-kind compensation, e.g. personal travel costs, additional health insurance, housing, etc.
Stock option grants/Share awards 2012
||Date of Grant
||Number of options/ shares granted
||Exercise Period/ Vesting Date
||Stock Option Plan
||3 September 2012
||3 September annually
up to 3 September 2017
||Stock Option Plan
||1 September 2008
||1 September annually
up to 1 September 2012
||Stock Option Plan
||9 May 2008
||8 years (3-year vesting period)
|Stock Option Plan
||24 June 2009
||8 years (3-year vesting period)
|Stock Option Plan
||17 March 2010
||8 years (3-year vesting period)
|Deferred Bonus Plan
||3 March 2011
||3 March 2014
All stock options and share awards relate to A shares of NWR Plc.
1 Mr. Penny was grated the options under his stock option plan (details of this plan can be found in this section under ‘Stock option plan for the Chairman of the Board’. The options were granted in three tranches. Each tranche vests equally over three years representing one third of the options each year (first tranche on the first, second and third anniversary of the grant date, second tranche on the second, third and fourth anniversary of the grant date and lastly third tranche on the third, fourth and fifth anniversary of the grant date).
2 Mr. Salamon received options under his stock option plan (details of this plan can be found in this section under “Stock option plan for the Chairman of the Board”). 263,800 options in NWR A Shares vested on 1 September 2008, 264,351 options vested on 1 September 2009 and 265,150 options vested on 1 September 2010. Following the UK redomiciliation, the options granted to Mr. Salamon have been changed and relate to the A shares of NWR Plc, such that 261,585 options vested on 1 September 2011 and an additional 20 per cent of granted options will vest on 1 September 2012.
3 Mr. Jelínek received options under the Stock Option Plan. Due to discontinuation of the Stock Option Plan at the end of 2010, he received no options in 2011. In the absence of a transitional arrangement for equity incentives to Executive Directors who participate in the Deferred Bonus Plan, for their performance in financial year 2010, the Board resolved, on 3 March 2011, on an ad hoc grant of 30,000 deferred shares to Mr. Jelínek. The deferred shares will vest in three years, provided that Mr. Jelínek is employed by the Group on the vesting date.
Remuneration of Non-Executive Directors
Each Non-Executive Director has entered into a letter of appointment with NWR Plc, the relevant terms of which are set out below.
The term of appointment of the Non-Executive Directors is four years, subject to satisfactory performance and re-election when appropriate at the annual general meeting of NWR Plc (as director of NWR Plc). One-month notice period applies for the termination of each Non-Executive Director‘s letter of appointment. Unless the appointment as a Non-Executive Director is renewed on, or prior to the termination date, the term as a Non-Executive Director shall lapse immediately after the termination date. The appointment may also be terminated at any time by the general meeting. None of the Non-Executive Directors is entitled to any benefit on termination of his letter of appointment.
The basic annual fee payable to the Non-Executive Directors is EUR 76,065, which is reviewed annually by the Remuneration Committee. Any amendments to the remuneration of the Non-Executive Directors require a resolution of the board of NWR Plc.
NWR does not operate a share plan for the Independent Non-Executive Directors.
Non-Executive Directors are reimbursed for all reasonable and documented expenses incurred in performing their role.
Remuneration of Non-Executive Directors in financial year 2012
||Annual fee EUR
||Committee chairmanship fee EUR
||Committee membership fee EUR
The remuneration for includes remuneration received as Directors and members of committees of both NWR and NWR Plc.
1 Mr. Rudloff is a member of the Audit and Risk Management Committee and Remuneration Committee of NWR Plc.
2 Mr. Schuit is a member of the Audit and Risk Management Committee and Safety, Health and Sustainability Committee of NWR Plc and Real Estate Committee of NWR and NWR Plc.
3 Mr. Rourke is a member of the Audit and Risk Management Committee and chairman of the Nomination Committee of NWR Plc. He is also a chairman of the Real Estate Committee of NWR and NWR Plc.
4 Mr. Everard is a chairman of the Safety, Health and Sustainability Committee of NWR Plc and a memebr of the Real Estate Committee of NWR and NWR Plc.
5 The chairmanship fee of Mr. Rourke includes the fees for chairmanship in the Real Estate Committee and the pro-rata chairmanship fee for Nomination Committee. Mr. Rourke became the chairman of the Nomination Committee on 13 November 2012. The membership fees of Mr. Rourke are presented in a matching way, i.e. exclude the membership fee for Nomination Committee.
Loans to Directors
No personal loans, guarantees or other similar instruments may be provided to the Directors.
In 2012 NWR Group did not operate any pension schemes on behalf of, or for the benefit of, its Directors or employees.
Accordingly, NWR Group does not set aside or accrue amounts to provide pension, retirement or similar benefits.
This Remuneration Report has been approved by the Board.
Chairman of the Remuneration Committee
14 March 2013