Reckitt Benckiser 200920
Directors’ Remuneration Repo continued
If the performance condition is met, then the
option term is ten years from the date of grant.
Awards under the long-term incentive plans are
not pensionable.
Share ownership policy
Executive Directors and other Senior Executives
are subject to a compulsory share ownership
policy. The objective of this policy is to
emphasise the alignment of Senior Executives
to the Company and its business targets.
In order to fulfil the share ownership policy,
Executive Directors and other Senior Executives
must own the following number of shares:
Individual/Group Ownership requirement
CEO (1) 600,000 shares
CFO/EVPs (5) 200,000 shares
Other senior executives (30) 30-50,000 shares
The total number of ordinary shares held by
Mr Becht at 31 December 2009 is 4,954,243 of
which 3,610,422 are beneficial and 1,343,821
are non-beneficial. The total number of
ordinary shares held by Mr Day at 31 December
2009 is 424,129.
As these shareholding requirements (which
equate to around 7 times base salary up to
around 20 times in the case of the CEO) are
significantly more stringent than market
practice, Executives, including those newly-
recruited or promoted into Senior Executive
positions, are allowed eight years to reach
these targets.
If the Executive does not meet these
requirements within the required time period,
the Committee will not make any further
option grants or awards of performance shares
to the Executive until the targets have been
met. Further, if, in the Committee’s opinion, an
Executive is not making sufficient progress
towards satisfying the requirement, then it will
reduce the level of grants and awards to that
Executive until improvement is demonstrated.
Long term incentive awards and options that
were outstanding at the end of the year are
disclosed in Table 2.
Pensions
In line with the Committee’s emphasis on the
importance of only rewarding the Executive
Directors for creating shareholder value, Reckitt
Benckiser operates a defined contribution
pension plan, the Reckitt Benckiser Executive
Pension Plan. Mr Becht and Mr Day are both
members of this plan.
Mr Becht’s Company pension contribution was
30% of pensionable pay during 2009. Mr Day’s
Company pension contribution was 25% of
pensionable pay in 2009.
In 2009 only Mr Becht continues to be affected
by the new Annual Allowance brought about
bytheUKtaxchangeseffectivefromApril
2006. In 2006 the Committee decided the most
cost-effective approach was to maintain his
current pension commitment, and to make
pension contributions in excess of the lifetime
allowance into a funded and unapproved
defined contribution pension arrangement.
The Committee will continue to review the
award levels and market data on an annual
basis, and make appropriate adjustments when
required. The number of share options and
performance shares awarded to Mr Becht and
Mr Day was reduced by 25% in 2008, and the
Committee is comfortable their total target
remuneration remains appropriately positioned.
While the use of performance conditions
attached to the vesting of long-term incentive
awards is still a minority practice among
Reckitt Benckiser’s peer group, the Committee
believes that the vesting of the Company’s
options and performance share awards should
be subject to the satisfaction of appropriate
performance conditions.
As such, long-term incentives only vest subject
to the achievement of earnings per share (EPS)
growth targets that exceed industry
benchmarks. EPS has been selected as the
performance condition for three reasons:
• ItfocusesExecutivesonrealprotgrowth;
• Itprovidesthemostappropriate
measure of the Company’s underlying
financial performance;
• Itisameasurethattheperformanceofthe
Executive Directors can directly impact.
EPS is measured on an adjusted diluted
basis as shown in the Company’s reported
accounts as this provides an independently
verifiable measure.
The vesting schedule for the options and
performance shares rewards superior
performance. For 2010, the Committee has set
the same targets and levels of awards as in the
previous year, having regard to: the industry
context in which the Company operates,
sensible expectations of what will constitute
performance at the top of the peer group, and
factors specific to the Company.
For the full vesting of options and performance
shares, the Committee has set an exceptional
performance target of an average EPS growth
of 9% per year. This is equivalent to almost
30% over a three-year period. The threshold
when options and shares start to vest is when
EPS grows by an average of 6% per year. This is
equivalent to 19% over a three-year period,
which the Committee considers, based on past
and future expected performance, exceeds the
industry growth average.
Average EPS EPS growth over % of options
growth per year three years and shares
(%) (%) vesting
9 29.5 100
8 26.0 80
7 22.5 60
6 19.1 40
The Committee decided that the performance
target attached to the vesting of awards to
Executive Directors, EVPs and other Senior
Executives will not be subject to re-testing.
As a result, if any target has not been met three
years after the date of grant, any remaining
shares which have not vested will lapse.
Annual cash bonus
The annual cash bonus is closely linked to
the achievement of demanding pre-determined
targets geared to above-industry performance.
The current performance measures are net
revenue and net income growth. The
Remuneration Committee each year sets
performance standards with reference to
prevailing growth rates in the Company’s
peer group and across the consumer goods
industry more broadly. Target bonus will only
be earned where the Company’s performance
is above the industry median. Still more
stretching percentage growth rates have
been set above target, and the achievement
of these delivers higher bonus payments for
superior performance.
The Company has reported strong financial
performance in 2009, which is consistent with
the longer-term trend for the business. The
Committee is comfortable that this represents
superior performance when judged against the
industry and the targets that were established
at the start of the financial year, and is
consistent with the decision to make annual
bonus awards at maximum levels for 2009.
For 2010, as in 2009 the Executive Directors
will participate in the annual cash bonus
scheme under which they may receive 100%
(CEO) and 75% (CFO) of base salary for
achieving target performance. For the
achievement of outstanding performance,
which the Board sets at a level approximately
double the industry median, the bonus
potential is 357% (CEO) and 268% (CFO)
of base salary.
Similar incentive arrangements are used for
other Executives worldwide. Annual bonuses
are not pensionable. The Committee also
reserves the right, in exceptional circumstances,
to make individual cash awards.
Long-term incentives
The Committee believes that a significant
element of share based remuneration ensures
close alignment of the financial interests of the
Executive Directors and other key Executives
with those of shareholders. This is underpinned
by a significant share ownership requirement
on Senior Executives, with penalties for
non-compliance, which are described in more
detail below.
Long-term incentives comprise a mix of share
options and performance shares. Both the
levels and combination of share options and
performance shares are reviewed on an annual
basis with reference to competitive market data
and the associated cost of share provision.
The Committee benchmarks total
remuneration for Executives against the upper
quartile of its peer group. This is then delivered
through a combination of base salary, annual
cash bonus and long-term incentives. In
carrying out the benchmarking exercise, the
Company’s long-term incentives and those of
the peer group are valued using an expected
value valuation methodology (Black-Scholes)
which is widely accepted and enables
“like for like” comparisons.