Non-executive directors’ remuneration
The fee structure used to compensate the non-executive directors is as follows:
|Fee for Board membership||£60,000|
|Additional fee for committee membership||£5,000|
|Additional fee for committee chairmanship||£10,000|
|Additional fee for senior independent director||£10,000|
The fees paid to non-executive directors (NEDs) are normally reviewed every two years and any changes are approved by the Board. As the current fee structure has been effective since 1 January 2007 it was reviewed towards the end of the year against companies of similar size to determine if a new structure should be put in place for 2009. However, in light of the current conditions it was considered that, other than an increase in the fees paid to the head of the Audit Committee (which will increase to £20,000), the existing structure should remain in place for 2009. NEDs receive no payments or benefits other than the fees detailed in the table below.
The table below shows actual fees paid for the year 2008. Pursuant to the reorganisation completed in November 2008, all of the NEDs signed new letters of engagement with WPP plc. The notice period for all non-executive directors is two months.
|Committee membership||Fee for
|P Lader||26.02.01||Chairman of the Company, chairman of Nomination Committee and member of Compensation Committee||315||313|
|C Day||25.07.05||Member of Audit Committee||65||62|
|E Dyson||29.06.99||Member of Compensation Committee, and from 23 July 2008 member of Nomination Committee||66||68|
|O Gadiesh||28.04.04||Member of Nomination Committee from 12 February 2009||60||60|
|D Komansky||28.01.03||Member of Nomination Committee until he left the board on 6 February 2009||65||65|
|C Mackenzie||14.03.00||Member of Nomination Committee until he left the board on 24 June 2008||33||68|
|S W Morten||02.12.91||Senior independent director and member of Audit Committee until 12 February 2009||75||75|
|L Olayan2||18.03.05||Member of Nomination Committee from 23 July 2008||–||60|
|J A Quelch3||10.07.91||80||70|
|J Rosen||20.12.04||Chairman of Compensation Committee and member of Audit Committee||75||75|
|T Shriver||06.08.07||Member of Audit Committee from 12 February 2009||60||24|
|P Spencer||28.04.04||Chairman of Audit Committee||70||70|
- Received no fees in 2008.
- Waived fees in 2008.
- Fee includes £20,415 (£10,016 in 2007) for consulting services. Mr Quelch also received benefits in 2007 with a value of £64,000.