TYRATECH • ANNUAL REPORT 2014 • PAGE 17
D i re c t o rs ' Remu n e rat i o n Rep o r t
determining the Company'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 Non-Executive
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 Company'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 Company'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 Company also
provides health care, disability and life insurance and 401(k)
matching contribution benefits consistent with all employees
of the Company. 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 2014 were set
at 100% of basic salary for Dr. Jactel. Dr. Jactel was not paid a
bonus for 2014.
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 Company's common
shares on the day prior to grant and generally vest over either
one annual or four annual increments, or 25% first year and
6.25% quarterly through the remaining three year vesting term.
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 401(k) 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
Company's 401(k) (see Directors' Pension Arrangements below).
The Company funds the provision of private medical insurance
cover for Executive Directors and their immediate family and
Executive Directors participate in the Company's life insurance
scheme, which has a lump sum payment in the event of death
in service.
EXECUTIVE DIRECTORS' SERVICE CONTRACTS
Dr. Jactel entered into an employment agreement with the
Company on 1 January 2013, the principal terms of which are
that if the Company terminates his employment, other than for
good cause, or if he resigns with good reason, he will be eligible
