Executive Remuneration Policy table – chairman and non-executive directors

The following table sets out details of the on-going compensation elements for WPP’s chairman and non-executive directors. No element of pay is performance-linked.

Component and Purpose Operation Maximum Annual Opportunity
Base fees
To reflect the skills and experience and time required to undertake the role.
Fees are reviewed at least every two years and take into account the skills, experience and time required to undertake the role, as well as fee levels in similarly-sized UK companies.

The chairman and non-executive directors receive a ‘base fee’ in connection with their appointment to the Board.
An overall cap on all non-executive fees, excluding consultancy fees will apply consistent with the prevailing and share owner approved limit in the Articles of Association (which, subject to share owner approval at the AGM, will be £3m from June 2014).
Additional fees
To reflect the additional time required in any additional duties for the Company.
  • Non-executive directors are eligible to receive additional fees in respect of serving as:
  • Senior independent director
  • Chairman of a Board Committee
  • Member of a Board Committee
  • Consultancy fees in respect of other work that falls outside the remit of their role for the Company.
An overall cap on all non-executive fees, excluding consultancy fees will apply consistent with the prevailing and share owner approved limit in the Articles of Association (which, subject to share owner approval at the AGM, will be £3m from June 2014).

Consultancy fees will be set on a discretionary basis, taking account of the nature of the role and time required.
Benefits and allowances
To enable the chairman and non-executive directors to undertake their roles.
The Company will reimburse the chairman and non-executive directors for all reasonable and properly documented expenses incurred in performing their duties of office.

In the event that the reimbursement of these expenses gives rise to a personal tax liability for the chairman or non-executive director, the Company retains the discretion to meet this cost (including, where appropriate, costs in relation to tax advice and filing).

While not currently offered, the Company retains the discretion to pay additional benefits to the chairman including, but not limited to, use of car, office space and secretarial support.
Benefits and allowances for the chairman will be set at a level that the committee feels is required for the performance of the role.

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