Remuneration Committee members and advisers
The Committee consists of:
| Rick Braddock | (Chairman of the Committee) |
|---|---|
| Roger Carr | |
| Wolfgang Berndt | |
| David Thompson | |
| Rosemary Thorne |
All are independent non-executive Directors, and all were members of the Board and Committee at the year-end. No other person was a member of the Committee at a time when any matter relating to the executive Directors' remuneration for 2006 was considered. Raymond Viault joined the Committee on 16 February 2007, and Rick Braddock will leave it when he retires as a Director at the May 2007 Annual General Meeting. Wolfgang Berndt will then take over as chairman of the Committee.
The Committee met four times and passed one written resolution in 2006 to consider and approve, amongst other things:
- The Directors' remuneration report for 2005;
- Proposed salary increases and changes to other compensation elements of the executive Directors' remuneration;
- AIP and share based grants to the executive Directors and members of the Chief Executive's Committee;
- A review of our share plans and pension arrangements; and
- Performance measures, weights, targets and allocation guidelines for share based remuneration.
Similar changes were made to AIP, BSRP and LTIP for executives below Board level. For those who are not eligible for LTIP awards, we widened the scope of the International Share Award Plan. This gives conditional share awards if performance targets are met, so that the expected value of remuneration for these employees is maintained at broadly the same level as previously.
No Committee member has any personal financial interest (other than as a shareowner), conflicts of interest arising from cross-directorships, or day-to-day involvement in running the business. Other Directors and employees who attended some or all of the meetings and who provided material advice or services to the Committee during the year were:
| Sir John Sunderland | Chairman |
|---|---|
| Todd Stitzer | Chief Executive Officer |
| Bob Stack | Chief Human Resources Officer |
| Ken Hanna | Chief Financial Officer |
| Hester Blanks | Group Secretary |
| Don Mackinlay | Group Remuneration and Benefits Director |
| John Mills | Director of Group Secretariat and Secretary to the Committee |
Hester Blanks, Don Mackinlay and John Mills were appointed by the Company and have the appropriate qualifications and experience to advise the Committee on relevant aspects of our policies and practices, and on relevant legal and regulatory issues. The Company appointed, and the Committee sought advice from, Slaughter and May and the Committee appointed and sought advice from Towers, Perrin, Forster & Crosby, Inc. Representatives from the latter have attended meetings of the Committee and in addition have provided advice, primarily in the area of remuneration matters, to the Group's operations outside the UK. This advice included information on the remuneration practices of consumer products companies of a size and standing similar to those of the Company, including competitors and other businesses which trade on a worldwide basis. Slaughter and May has advised the Committee on legal and regulatory issues and have also provided advice on a broad range of legal issues for the Group during 2006.