Directors' remuneration*
* Information that has been audited
The compensation of all executive directors is determined by the Compensation Committee which is comprised wholly of non-executive directors who the Company considers to be independent. The Compensation Committee is advised by independent remuneration consultants as well as by Group executives as referred to in the Advisors to the Compensation Committee section. The compensation of the chairman and non-executive directors is determined by the Board which is similarly advised.
Remuneration of the directors who were directors during the year ended 31 December 2007 is set out in the table below. All amounts shown constitute the total amounts which the respective director received during 2007 and for the annual bonus and awards of ESAs in respect of 2007 but received in 2008. No compensation payments for loss of office have been made during 2007 to any individuals who have been directors of the Company.
| Salary and fees | Other benefits1 | Short-term Incentive plans (annual bonus)2 |
Value of ESA8 | Total annual remuneration |
Pension contributions |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Chairman | Location | 2007 £000 |
2006 £000 |
2007 £000 |
2006 £000 |
2007 £000 |
2006 £000 |
2007 £000 |
2006 £000 |
2007 £000 |
2006 £000 |
2007 £000 |
2006 £000 |
|||||
| P Lader3,9 | USA | 313 | 213 | – | – | – | – | – | – | 313 | 213 | – | – | |||||
| Executive directors | ||||||||||||||||||
| Sir Martin Sorrell3, 4, 11, 12, 13 | UK | 1,003 | 832 | 35 | 34 | 1,650 | 1,613 | 885 | 815 | 3,573 | 3,294 | 400 | 337 | |||||
| M Read | UK | 275 | 225 | 1 | 1 | 191 | 180 | 255 | 240 | 722 | 646 | 27 | 23 | |||||
| P W G Richardson3, 5 | USA | 469 | 447 | 82 | 98 | 481 | 501 | 567 | 566 | 1,599 | 1,612 | 95 | 90 | |||||
| Non-executive directors | ||||||||||||||||||
| C Day | UK | 62 | 50 | – | – | – | – | – | – | 62 | 50 | – | – | |||||
| E Dyson3 | USA | 68 | 56 | – | – | – | – | – | – | 68 | 56 | – | – | |||||
| O Gadiesh3 | USA | 60 | 50 | – | – | – | – | – | – | 60 | 50 | – | – | |||||
| D Komansky3 | USA | 65 | 51 | – | – | – | – | – | – | 65 | 51 | – | – | |||||
| C Mackenzie | UK | 68 | 54 | – | – | – | – | – | – | 68 | 54 | – | – | |||||
| S W Morten3 | USA | 75 | 63 | – | – | – | – | – | – | 75 | 63 | – | – | |||||
| K Naganuma10 | Japan | – | – | – | – | – | – | – | – | – | – | – | – | |||||
| L Olayan | KSA | 60 | 50 | – | – | – | – | – | – | 60 | 50 | – | – | |||||
| J A Quelch3, 7 | USA | 70 | 87 | 64 | 52 | – | – | – | – | 134 | 139 | – | – | |||||
| J Rosen3 | USA | 75 | 60 | – | – | – | – | – | – | 75 | 60 | – | – | |||||
| T Shriver3, 6 | USA | 24 | – | – | – | – | – | – | – | 24 | – | – | – | |||||
| P Spencer | UK | 70 | 60 | – | – | – | – | – | – | 70 | 60 | – | – | |||||
| Total remuneration | 2,757 | 2,298 | 182 | 185 | 2,322 | 2,294 | 1,707 | 1,621 | 6,968 | 6,398 | 522 | 450 | ||||||
Notes
1 Other benefits include items such as healthcare, life assurance and allowances for cars and housing.
2 Bonus entitlement for the year (paid in the following year).
3 For 2007 all amounts payable in US dollars have been converted into pounds sterling at $2.0019 to £1 ($1.8432 for 2006). The amounts paid to Sir Martin Sorrell and Paul Richardson were paid part in US dollars and part in pounds sterling.
4 The amount of salary and fees comprise the aggregate of salary paid under the UK Agreement and the salary paid under the US Agreement.
5 Neither Paul Richardson nor the Company received any payment from Chime Communications PLC or STW Communications Group Limited in respect of his non-executive directorships in those companies.
6 Timothy Shriver was appointed to the Board on 8 August 2007.
7 In addition to fees paid to John Quelch in 2007 as a non-executive director of the Company additional fees were received by him of £10,016 (£37,000 in 2006) for consulting services.
8 Shares under these awards are deferred for two years.
9 The chairman's fee was increased with effect from 1 January 2007. This was the first increase since February 2001.
10 Mr Naganuma received no remuneration from the Company given his executive position with Asatsu DK.
11 During 2007 an amount of approximately £6,000 was paid to Sir Martin Sorrell in respect of tax liabilities incurred by him on expenditure on various items considered by the UK Tax authorities as benefits in kind but which the committee consider to be essential to his ability to deliver his services successfully to the Group (£193,000 in 2006).
12 Payments of amounts equal to the dividends that would be payable (totalling £731,806) were made to Sir Martin Sorrell in respect of the shares reflected in the UK and US Deferred Stock Units Awards Agreements (which are the agreements that now compromise the awards granted under the Capital Investment Plan in 1995) during 2007 (£597,410 during 2006).
13 The Company has agreed to contribute to the expenses of maintaining an apartment in New York recently purchased by Sir Martin Sorrell, in lieu of his contractual right to be provided with accommodation whilst working there, as he is required to spend a considerable amount of time in New York due to the size of the Company's business in the US. The Company has not made any payments to date. The committee will review the position regarding these expenses on a regular basis.