In the May 2017 AGM results announcement, the Board of Directors of Trinity Mirror noted the proportion of votes cast against the remuneration policy.
During 2016, Trinity Mirror’s Remuneration Committee conducted a comprehensive review of the Company’s remuneration arrangements, to ensure they continue to align with shareholder interests, reinforce the Company’s business strategy, and enable the Company to attract, motivate and retain high-calibre executives who can produce strong returns for shareholders. In finalising its proposals, the Committee consulted with, and took on board feedback from, institutional shareholders holding c.60% of the Company’s issued share capital. In light of shareholder feedback, the Committee made some modifications to the shape of the proposals, including dropping a higher annual bonus limit in exceptional circumstances, reducing the level of LTIP vesting for Threshold performance and increasing the level of the share ownership guideline for all Executive Directors to 200% of salary. The Committee was pleased that all shareholders consulted were supportive of the final proposals to the policy.
In its report, ISS recommended a vote against the remuneration policy due to the potential increase in incentive opportunities in combination with the fixed pay of the current executive team. The Committee stated its expectation that incentive opportunities for the current executive directors would remain unchanged, and that any proposed increase would be subject to prior shareholder consultation. Unfortunately due to timing, this statement was unable to be included in the Directors’ Remuneration Report or the subsequent ISS report.
The Board is committed to ongoing dialogue with shareholders on these and other matters.
Chairman of the Board of Directors
20 November 2017