3 UK Corporate Governance Code • Predictability: Rewards available to S4Capital has a Standard Listing and as such Executive Directors under their fixed is not formally required to comply with the remuneration arrangements and the annual UK Corporate Governance Code or explain bonus scheme are limited in scope and its reasons for non-compliance. However, the reasonably predictable in value (subject Committee believes that the approach taken to the satisfaction of bonus performance to executive remuneration is consistent with conditions). The incentives awarded to the the Code’s principles, in that remuneration new CFO will vary in value depending on the supports the strategic goals of the business achievement of the performance conditions and promotes long-term sustainable success. and the share price as at the date of vesting. This is particularly relevant in the case of the The ultimate value of the Incentive Share Incentive Share scheme, which has a five-year scheme is hard to predict exactly, but it will vesting period and where the ultimate rewards correlate with growth in shareowner value. will reflect the success of S4Capital’s strategy • Proportionality: The annual bonus scheme, over the long-term. the Incentive Share scheme and the equity The Remuneration Policy and its awards to the new CFO tie individual reward implementation are consistent with the factors closely to the performance of the business. set out in Provision 40 of the Code: The targets for the bonus scheme and the CFO’s awards are linked to core financial • Clarity: Remuneration arrangements for the priorities and key non-financial objectives. Executive Directors are set out transparently The Incentive Share scheme rewards in this report, allowing shareowners to the generation of value for shareowners. understand the nature of the specific As such, payouts under these schemes will incentive schemes and payments under be reflective of the success or otherwise of those schemes. the strategic direction which has been set • Simplicity: The structure of the for the Group. Remuneration Policy for the Executive • Alignment to culture: S4Capital is Directors is simple and straightforward. continuing to build a new era, new media At present, the only incentive scheme in solution through strategic business which all Executive Directors participate combinations which are being closely is the annual bonus scheme. In most other integrated into one Group. Our incentive cases, their significant shareholdings schemes for Directors and for employees provide for alignment with the interests of across the Group more widely are designed shareowners. The Incentive Share scheme to ensure that performance is rewarded – which applies to two Directors only which supports overall business goals and (including the Executive Chairman) – has is consistent with the purpose and culture of a very simple structure. the Group. • Risk: The Committee is aware that the Our approach to remuneration complies with Incentive Share scheme may result in the vast majority of the provisions of the Code. the issue of shares to participants of a The new Directors’ Remuneration Policy significant value. However, such awards further increases the extent of alignment with will be consistent with the creation of the Code. We have formalised our in service shareowner value since the foundation shareholding requirement, introduced a of S4Capital and therefore very clearly post-employment shareholding requirement tied to the performance of the business. and with effect from 1 January 2023 aligned Any reputational risk triggered by a all Directors’ pension provision to the rate perception of excessive rewards which are applicable to the wider workforce or to the divorced from the underlying performance legal requirements in place in their country of the business is therefore limited. of appointment. S4Capital Annual Report and Accounts 2021 69