Investor Presentaiton
BOOHOO GROUP PLC
DIRECTORS' REMUNERATION REPORT
CONTINUED
ANNUAL REPORT AND ACCOUNTS 2021
// GOVERNANCE
COMPOSITION OF THE
REMUNERATION COMMITTEE
The members of the Committee are lain McDonald, Pierre
Cuilleret, Shaun McCabe and Brian Small. Executive
directors are invited to attend meetings, if requested by the
Committee, in order to provide information and advice, to
enable the Committee to make informed decisions. Each
director is, however, specifically excluded from any matter
concerning his own remuneration. Representatives of the
Committee's retained advisers may also attend meetings
by invitation. The Company Secretary attends meetings as
secretary to the Committee.
ADVISERS TO THE REMUNERATION
COMMITTEE
During the year, the Committee received advice from
KPMG LLP. The total fees paid to KPMG LLP in respect of
its services during the year were £15,000 (2020: £61,850).
The Committee also appointed Korn Ferry to provide
advice on remuneration matters and reporting. The total
fees paid to Korn Ferry in respect of its services during the
year were £23,200 (2020: Enil). KPMG LLP and Korn
Ferry are signatories to the Remuneration Consultants
Group Code of Conduct and operate voluntarily under this
Code, which sets out the scope and conduct of the role of
executive remuneration consultants when advising UK listed
companies. The Committee regularly reviews the external
adviser relationship and is comfortable that the advice
received during the year was objective and independent. The
Committee received additional advice on the Management
Incentive Plan from Paul Hastings (Europe) LLP during the
year, for which fees of £8,625 (2020: Enil) were payable.
SHAREHOLDER VOTING AT AGM
The table below sets out the results of voting on the Directors' Remuneration Report resolution
at the AGM held on 19 June 2020:
Resolution
Approve the Directors'
Remuneration Report
for the year ended 29 February
2020
For
Against
Withheld
677,473,350
(65.92%)
350,227,062
(34.08%)
10,171
The Committee has reflected on the level of votes cast against the above resolution and
has taken this into account when proposing the changes to the remuneration policy and its
implementation as set out in this report.
IMPLEMENTATION OF REMUNERATION POLICY FOR THE YEAR ENDING 28 FEBRUARY 2022 -
UNAUDITED
BASE SALARY
The annual base salaries (excluding any substitution allowance for a company pension foregone) of the executive directors are as follows.
The Committee has agreed salary increases of 3% with effect from 1 May 2021, as set out in the table below. These increases are in line with
the average increase for the wider workforce.
Mahmud Kamani
Carol Kane
John Lyttle
Neil Catto
Group Executive Chairman
Group Co-founder and Executive Director
Chief Executive
CFO
PENSION AND OTHER BENEFITS
2020
£450,000
From 1 May
From 1 May
2021
£463,500
£463,500 £450,000
£633,450 £615,000
£309,000 £300,000
Carol Kane, John Lyttle and Neil Catto receive a 6.2% compensatory salary element for electing to discontinue receiving a company pension due to
the pension cap provisions. This will be revised in 2023 to 5%, in line with the majority of colleagues' pension contributions. Mahmud Kamani does
not receive a company pension contribution.
Carol Kane, John Lyttle and Neil Catto receive company health care benefits and life assurance. Carol Kane receives driver services and Mahmud
Kamani driver services and a company car and fuel.
ANNUAL BONUS
All of the executive directors are eligible to participate in the company-wide annual bonus plan. The Committee oversees the bonus plan, and a any
bonus payments are at the discretion of the Committee. The maximum bonus payable for the year ending 28 February 2022 as a percentage of
salary will be as follows: Mahmud Kamani and Carol Kane 200%, John Lyttle 150% and Neil Catto 100%. The maximum bonus will be payable based
on performance measured over the single financial year ending 28 February 2022. The performance targets are based on a combination of financial
and non-financial performance measures. Of the total bonus payable, 45% will be based on EBITDA, 30% on revenue, 15% on continued progress
on the 2022 Agenda for Change milestones and 10% on the successful integration of the group's newly acquired brands. The Remuneration
Committee will also have the discretion to scale back the entire bonus if it is considered that Agenda for Change has not been implemented
successfully over the financial year.
This choice of metrics reflects measures that have been identified as key indicators of the group's success against its growth strategy, with non-
financial metrics introduced to provide for a more rounded assessment of performance and to ensure that the management team continues to
make progress on addressing the supply chain issues. The amount of bonus payable will be calculated as a percentage of base salary modified by a
factor linked to the performance targets. An equity deferral element for the bonus has been introduced such that a minimum of one-third of any
bonus must be invested in shares and held for at least two years. The remaining portion of the bonus will be payable in cash immediately after the
announcement of the financial results.
The annual bonus targets, in relation to the financial year ending 28 February 2022, are considered to be commercially sensitive at this stage.
Details of the targets, performance against those targets, and any payments resulting, will be disclosed in next year's annual report on remuneration.
LONG-TERM INCENTIVE PLAN ('LTIP')
No new awards under the LTIP or any other long-term incentive arrangement will be made to executive directors during the financial year ending
28 February 2022.
ALL-EMPLOYEE SHARE PLANS
The board granted free shares in the financial year ended 28 February 2021. It is intended to grant a further issue of free shares to all employees in
the financial year ending 28 February 2022. The company offered HMRC-approved SAYE plans in each of the financial years ended from 2016 to
2021 and it is intended that a further SAYE grant be offered for the financial year ending 28 February 2022. The executive directors are eligible to
participate in the schemes on the same basis as other employees.
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