Governance Report Report of the Nomination and Remuneration Committee continued There are now only a small number of areas Concluding remarks where our approach differs from that set out in We are committed to ensuring that decisions the Code: on Directors’ remuneration are taken with the • The Incentive Share scheme does not interests of shareowners very much at heart. include malus or clawback provisions, and Earlier this year, I wrote to major shareowners nor does the Committee have the ability and the proxy advisory agencies setting to override the formulaic outcome of the out the proposed changes to the Directors’ scheme. This is due to the long-term nature Remuneration Policy and our plans for 2022. of the plan and the fact that participants in I am pleased to report that the majority of the scheme can only receive benefits once those who responded were supportive of shareowners have experienced significant our approach. growth in the value of their investment. I hope that you find this report useful. At the In line with the Code, the annual bonus AGM to be held on 16 June 2022, shareowners scheme includes malus and clawback will be asked to approve (1) the Directors’ provisions, and as a fully discretionary Remuneration Report (excluding the Directors’ scheme the Committee has the ability to Remuneration Policy) by way of an advisory apply an override to the formulaic outcome if resolution, and (2) the new Directors’ deemed appropriate. Similar arrangements Remuneration Policy by way of a binding are in place in respect of the equity awards resolution. We hope to receive your support agreed for the new CFO. In addition, we for both resolutions. have clarified in the new Policy that if other forms of long-term incentive are offered to the Executive Directors, we will ensure that malus and clawback provisions, and a discretionary override, would apply. • The equity awards that have been agreed for the new CFO do not have a total vesting Paul Roy and holding period of five years or more. The rationale for the structure of these Chair, Nomination and awards is set out above. The Committee Remuneration Committee believes they are appropriate for S4Capital 14 May 2022 in the context of the need to offer a competitive recruitment package which is aligned to the interests of the business. • The Committee has not to date engaged with the wider workforce to explain how executive remuneration aligns with wider Company pay policy. This will be kept under review. 70 S4Capital Annual Report and Accounts 2021