Johnston Press — owner of The Scotsman, the i newspaper and the Yorkshire Post — said that following consultations with shareholders, its proposed new directors’ remuneration policy would be changed to reduce the bonus potential for its executive directors.
“The maximum annual bonus potential for the executive directors will be reduced to the normal policy levels, being 120% of salary in the case of the chief executive officer (rather than the 180% stated in the new policy) and 100% of salary in the case of the chief financial officer (rather than 165%),” said Johnston Press in a stock exchange statement.
“These 120% and 100% maximum limits will also apply in any future years to which the proposed policy applies.”
Camilla Rhodes, chair of the remuneration committee, said: “We have engaged with leading shareholders over the last few months and thank them for their helpful comments and feedback.
“The remuneration committee has listened very carefully and reflected shareholders’ views in formulating these additional commitments within which the remuneration committee will operate the proposed new remuneration policy.
“The board believes that the policy, together with these additional undertakings as to how it will be implemented, is fair, ensures there is an appropriate focus on performance and is necessary for retaining the right talent in order to achieve successful outcomes to the challenges facing the business.”
The notice of annual general meeting (“AGM”) of Johnston Press plc (the “Company”) to be held on Monday 22 May 2017 includes at resolution 2 a proposal to adopt a new Directors’ Remuneration Policy (the “Policy”) which amends the existing Directors’ Remuneration Policy.
Shareholders will vote on the new remuneration policy at the Johnston Press AGM on May 22.
The changes also stipulate that no restricted share awards — share awards granted without any performance conditions — will be granted to executive directors under the Johnston Press Performance Share Plan 2006 (PSP) “or any other long-term incentive plan operated by the company under which restricted share awards may be granted, whilst the policy remains in force, unless otherwise approved by the company’s shareholders at a general meeting of the company after the 2017 AGM.”
Further, no performance share awards will be granted to the current executive directors in 2017 under the PSP or under any other long-term incentive plan operated by the company.
“Future performance share awards may be made to the executive directors of the company under the PSP (or any replacement long-term incentive plan approved by shareholders at a general meeting of the company after the AGM) from 1 January 2018, provided that any such awards are subject to performance conditions to be measured over a three-year period as determined and set by the remuneration committee and are otherwise in line with the proposed new policy,” said Johnston.