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Summary of Executive Director Remuneration Policy and Structure in 2015

Component

Operation

Opportunity

Performance measures

Base salary

To provide appropriately

competitive level of base

salary which takes into

account the scope and

responsibilities of the role,

an individual’s experience,

and market pay levels

Reviewed annually, with any

increase applying from 1

January of each year, or

following a significant change

in responsibilities.

Benchmarked against

companies operating in a

similar sector including some

that are UK-listed; with

refeence to local market pay

levels.

The Committee also takes

into account general market

and economic conditions

and salary increases

applied across the general

workforce.

Base salary increases will

be applied in line with the

outcome of the review.

In respect of existing

Executive Directors, salary

increases are expected

to be within the range of

increases for the general

employee population. In

exceptional circumstances

(e.g. a significant increase in

role size or complexity), the

Committee has discretion

to make appropriate

adjustments to salary levels

to ensure they remain

market competitive.

Not applicable

Benefts

To provide benefits that are

appropriately competitive

within the relevant labour

market

Benefits comprise various

cash allowances in relation

to travel, cost of living,

housing and special skills.

An annual ticket allowance

is also payable. As with

all employees, Executive

Directors benefit from the

Company medical scheme

and life insurance.

Benefits may vary by role

and are subject to the

review and approval of the

Committee.

Not applicable

Short Term Incentive Plan

(‘STIP’)

To reinforce the delivery

of key short- and medium-

term business and personal

objectives

The STIP is reviewed

annually prior to the start

of each financial year to

ensure the opportunity,

performance measures and

weightings are appropriate

and continue to support the

Company’s strategy.

For Executive Directors,

the STIP is delivered 50%

in cash and 50% is deferred

into Kuwait Energy shares

for a period over three

years, subject to a minimum

deferral of US$3,000.

Maximum annual

opportunity of up to 18 base

monthly salaries for the

Executive Chairman and

the CEO, and 14 monthly

salaries for the CFO

.

The STIP is based on

Company performance as

measured by a corporate

scorecard, subject to an

individual performance

multiplier.

The Committee uses its

judgment to determine the

overall scorecard outcome,

based on the achievement

of the specific targets and

the Committee’s broad

assessment of Company

performance.

Details of the measures and

weightings applicable for

2015 are provided in the

relevant section, below.

Exceptional-Value Creation

Award (‘EVCA’)

To reward significant value

creation through spot

bonuses

The EVCA is reviewed

annually by the RemCo.

All EVCAs to Executive

Directors must be approved

by the RemCo.

An EVCA budget is set at

the beginning of the year

and included within the

Annual budget.

A maximum of 5% of the

Group employees, including

Executive Directors, are

eligible each year with the

total pot capped by the

agreed budget.

Determined by the

Management and approved

by the RemCo for Executive

Directors.

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