TyraTech, Inc. Annual Report 2008
Directors´ Remuneration Report
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This report sets out the Group´s policy on the remuneration of Executive and Non-executive Directors and details Executive Directors´ remuneration packages and service contracts.
Remuneration Committee
The Remuneration Committee has the responsibility for determining the Group´s overall policy on executive remuneration and for deciding the specific remuneration, benefits and terms of employment for Executive Directors. Fees paid to Non-executive Directors and to the Chairman are determined by the Board as a whole and no director is responsible for approving his own remuneration. The Remuneration Committee, in its deliberations on the remuneration policy for the Group´s Directors, seeks to give full consideration to the Combined Code. No external advisors were engaged to provide independent professional advice to the Remuneration Committee in 2008 and no changes to Directors´ remuneration occurred during 2008. Subsequent to the year-end the Executive Directors agreed to a reduction in their base salary of 10% for all of 2009.
Remuneration Policy
The policies set by the Remuneration Committee are intended to attract, retain and motivate high calibre executives capable of achieving the Group´s objectives, and to ensure that Executive Directors receive remuneration appropriate to their experience, responsibility, geographic location and performance. The Committee´s policies aim to align business strategy and corporate objectives with executive remuneration and seek to ensure the appropriate mix between fixed and performance based elements, and between long and short-term goals and rewards.
Executive Directors´ remuneration packages are comprised of a basic salary and an annual performance related bonus plan and stock appreciation rights. The Group also provides health care, disability and life assurance and 401(k) matching contribution benefits consistent with all employees of the Group. Total compensation levels for executives are designed to be at least the median level reflecting the levels of performance, experience and responsibility held by each of the External Directors.
Basic Salary
The basic salary of Executive Directors is determined by the Remuneration Committee taking into account individual performance and aims to ensure that remuneration remains competitive with similar companies in terms of size and complexity.
Annual Perfrformance Related Bonus
Each Executive Director is eligible for a discretionary annual bonus based upon the achievement of specific performance targets for the year, determined by the Remuneration Committee. In determining the performance targets and related bonus levels, the Remuneration Committee seeks to align the interests of executives with those of shareholders. Performance related remuneration forms a significant amount of Executive Directors´ total remuneration. On target bonus amounts for 2008 were set at 100% of basic salary for Dr. Armstrong and at 50% of basic salary for Mr. Bigsby. No Executive Directors earned bonuses during the year.
Stock ApprApprApprAppreciation Rights
Dr. Armstrong and Mr. Bigsby have been granted founder shares in the Group. Since this initial grant of founder´s shares, neither has received any additional incentive equity by the end of the year. All Executive Directors and employees are eligible for grants of stock appreciation rights. Stock appreciation rights are granted at the closing mid market price of the Group´s ordinary shares on the day prior to grant and vest over 4 equal annual increments. Currently the exercise of stock appreciation rights granted is not dependent upon performance criteria.
Pension and Other Benefits
Executive Directors´ basic salaries are set at levels which are deemed to include adequate provision for pension contributions. Each Executive Director is free to determine the amount of pension contribution payable from salary, given the age of the relevant director and other personal circumstances. Executive Directors are entitled to make contributions from salary into the Group´s 401(k) (see Directors´ Pension Arrangements below). The Group funds the provision of private medical insurance cover for Executive Directors and their immediate family and Executive Directors participate in the Group´s life insurance scheme, which has a lump sum payment in the event of death in service.
