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Royal Mail — Strictly Confidential
ROYAL MAIL HOLDINGS plc
(Company no. 4074919)
REMUNERATION COMMITTEE
Minutes of the meeting of the Committee
held at 148 Old Street, London, on 2 May 2007
Present:
David Fish
Sir Mike Hodgkinson
Apologies:
Richard Handover
In attendance:
Adam Crozier
Jonathan Evans
Tony McCarthy
Andrew Dalkin
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Andrew Dalkin
Chairman
Chief Executive
Company Secretary
Group Director, People and Organisational Development
Director, Recognition and Reward
MINUTES OF PREVIOUS MEETING
The Committee approved the minutes of the meeting held on 4
April 2007
MATTERS ARISING FROM THE MINUTES
Senior Management Pay Freeze. The Committee noted the letter
which had been circulated by the Chief Executive, freezing
increases in base pay for 2007/08 for all LTIP recipients.
Severance terms for:
e lan Griffiths. A letter received from Mr Griffiths’s lawyers was
circulated. Except for increasing the allowance for
outplacement consultancy to £35,000 it was decided that there
would be no change in the terms offered.
e David Flowers. It was noted that Mr Flowers now accepted
that there would be no payment under the Long Term
Incentive Plan and that his case was close to being concluded
and that a reference was being finalised.
GLS Pay Proposal GLS’s pay proposal was discussed by the
Committee and approved. Andrew Dalkin was asked to circulate
copies to members and to prepare a response to Rico Back
James Rietkerk: The draft letter to James Rietkerk was approved,
subject to the addition that it was conditional on his remaining in
his current role
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Royal Mail — Strictly Confidential
UPDATE ON DISCUSSIONS WITH GOVERNMENT ON LONG
TERM INCENTIVE PLAN
The Committee approved the draft letter to the DTI which set out
the calculations for the 2005-07 Long Term Incentive Plan.
ANNUAL BONUS 2006/07
The Committee approved the paper setting out the bonus
consequences for the Executive Director and the Chairman. It
was agreed that a letter would be sent to the DTI asking if there
were any comments they wished to make.
The Committee approved the principles which had been used in
the ‘top 140 Levelling’ exercise, but asked for the figures to be
recalculated so that the total cost of the exercise would be within
£20,000 of cost neutral.
Royal Mail Letters. The Committee approved in principle that an
‘underpin’ could be applied to the bonuses awarded in Royal Mail
Letters which would guarantee certain minimum levels. The
Chairman asked that he be provided with a note giving further
information on the average difference this would make to those
affected.
LONG TERM INCENTIVE PLAN RULES
Members were asked to consider the amendments proposed to
the formal plan rules and to give their comments at the following
meeting.
DIRECTORS REMUNERATION REPORT 2006/07
Members noted the draft report, which now included the outturn
figures for the annual bonus and LTIP.
ANY OTHER BUSINESS
Robin Darque: The terms for recruiting Robin Dargue were
discussed by the Committee who were concerned about the
differentials with Executive Directors. The Committee specified
that the highest offer would be a £100,000 ‘golden hello’, the
standard benefits and incentives for a post at this level and an
annual base salary of £245,000.
Garry Hockey Morley: On recruitment, Mr Hockey Morley had
been promised an introductory bonus, on condition that certain
things had been achieved. The Chairman asked for POL to
provide further information before concluding on the payment.
CLOSE
In the absence of any further business, the Chairman closed the
meeting.
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