Directors' Remuneration Report
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.
Remunerati on Committ ee
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 Nonexecutive
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.
Remunerati on 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 shortterm
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 insurance 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 Perf ormance 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
2010 were set at 100% of basic salary for Mr. Reade and at
50% of basic salary for Mr. Bigsby. Mr. Reade was paid a
bonus of US $150,000 in TyraTech common stock during the
year and an additional US $125,000 in cash subsequent to
year end, 100% of his eligible bonus and Mr. Bigsby was not
paid a bonus in 2010 prior to his resignation.
St ock Appr eciati on Rig hts
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 generally vest over
four equal annual increments. Currently the exercise of stock
appreciation rights granted is not dependent upon performance
criteria. Stock appreciation rights granted to the
Directors during the year to 31 December 2010 are included in
the table of Directors' Share Options on page 27.
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