41061 Unite AR22 HI-RES WEB-READY - Flipbook - Page 151
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
OTHER INFORMATION
External appointments
Remuneration Committee membership in 2022
With the approval of the Board in each case, and subject
to the overriding requirements of the Group, Executive
Directors may accept external appointments as NonExecutive Directors of other companies and retain any
fees received. Joe Lister was appointed as a Non-Executive
Director on the Board of Helical Plc effective 1 September
2018 and received a fee of c.£61k in respect of his service
for 2022. Richard Smith was appointed as a Non-Executive
Director on the Board of Industrials REIT (formerly Stenprop
Limited) effective 4 November 2020 and received a fee of
c.£45k in respect of his service for 2022.
The primary role of the Committee is to:
Consideration of conditions elsewhere
in the Company
The Committee’s terms of reference are set out on
the Company’s website. As of 31 December 2022, the
Remuneration Committee comprised five independent
Non-Executive Directors.
When making decisions on Executive Director
remuneration, the Committee considers pay and conditions
across Unite and reflects on available data such as the
Gender Pay Gap reporting and the CEO pay ratio analyses.
Prior to the annual salary review, the Group People
Director provides the Committee with a summary of the
proposed level of increase for overall employee pay. The
Remuneration Committee did not formally consult with
employees in designing the above executive Remuneration
Policy. The Culture Matters forum, launched in October
2021 and attended by the employee engagement NED,
will, in future, provide the Board and Committee with a
greater opportunity to solicit the views of employees on
remuneration structures and processes across the Group.
Specifically, this forum will include as part of its agenda
an opportunity to discuss remuneration issues, answer
any questions around pay practices, and to explain to the
workforce how executive pay arrangements align with the
wider pay policy.
Consideration of shareholder views
In designing the current policy, the Remuneration
Committee consulted with Unite’s top 20 investors and with
proxy advisors (Glass Lewis, the Investment Association
and ISS) to seek their views on proposed changes, as well
as remuneration at Unite more broadly. The Committee
thanks investors for taking the time to participate in
the consultation and we welcomed the positive and
constructive feedback received. The Committee used this
feedback, along with updates to investor body principles
published around the time of the review, to refine and
further develop the final proposals. The Committee will
continue to monitor trends and developments in corporate
governance and market practice to ensure the structure of
the executive remuneration remains appropriate.
Annual Report on Remuneration
The following section provides details of how Unite’s
Remuneration Policy was implemented during the
financial year ended 31 December 2022 and how it will be
implemented in 2023.
•
Review, recommend and monitor the level and structure
of remuneration for the Executive Directors and other
senior executives;
•
Approve the remuneration packages for the Executive
Directors and ensure that pay outcomes reflect the
performance of the Company; and
•
Determine the balance between base pay and
performance-related elements of the package so as to
align Directors’ interests to those of shareholders.
•
•
•
•
•
Elizabeth McMeikan (Committee Chair)
Ross Paterson
Dame Shirley Pearce
Professor Sir Steve Smith
Nicky Dulieu
Certain Executives, including Richard Smith (Chief Executive)
and Helene Murphy (Group People Director), are invited
to attend meetings of the Committee, and the Company
Secretary, Christopher Szpojnarowicz, acts as secretary to
the Committee. Richard Huntingford and Thomas Jackson
are also invited to attend meetings. No individuals are
involved in decisions relating to their own remuneration.
The Remuneration Committee convened three times during
the year and details of members’ attendance at meetings
are provided in the Corporate Governance section on
page 107.
Key activities of the Remuneration Committee in 2022 included:
•
Reviewed and approved the Executive Directors’
performance against 2019 LTIP targets and approved
vesting;
•
•
Approved the Directors’ Remuneration Report for 2021;
•
Considered remuneration market trends and corporate
governance developments;
•
Reviewed the CEO pay ratio and gender pay data and
disclosures;
•
Reviewed the principles for, and implementation of,
group-wide pay awards and approved the delay of
planned salary increases for Executive Directors;
•
Considered feedback from the Culture Matters forum;
and
•
Commenced preparation of the 2022 Directors’
Remuneration Report.
Determined the Executive Directors’ bonus and LTIP
performance targets for 2022 in line with the strategic
plan and approved grant of awards under the LTIP in
April 2022;
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