Directors' Remuneration Report
TYRATECH, INC. • ANNUAL REPORT 2011 • PAGE 23
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 appropriate consideration to
the Corporate Governance Code. No external advisors were
engaged to provide independent professional advice to the
Remuneration Committee.
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 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 Executive 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 PERFORMANCE 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 2011 were set at 100% of basic salary for Mr.
Reade. Mr. Reade was not paid a bonus for 2011.
STOCK APPRECIATION RIGHTS
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.
