Non-executive directors’ remuneration

The fee structure used to compensate the non-executive directors is as follows:

Chairman’s fee £300,000
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.

Director Date of
original contract
Committee membership Fee for
2008
£000
Fee for
2007
£000
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
K Naganuma1 23.01.04  
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
1
Received no fees in 2008.
2
Waived fees in 2008.
3
Fee includes £20,415 (£10,016 in 2007) for consulting services. Mr Quelch also received benefits in 2007 with a value of £64,000.