
We undertook two rounds of shareholder
consultation during the development of the
Policy and offered meetings to just under 50%
of our shareholder base. We had meetings with
a significant majority of these shareholders.
During the shareholder consultation process,
we heard a wide range of views. Shareholders
were generally supportive of the uplift to
incentives and to the CEO’s salary. On
incentive design and performance measures,
we heard a mix of views.
Some shareholders would have preferred us
to propose a more traditional LTIP model, but
generally shareholders were receptive to the
rationale for our proposed approach and
appreciative of the features above.
In particular shareholders liked the increased
transparency via quantifiable targets,
long-term underpins and holding periods
for alignment to shareholder interests.
These were seen as a significant step
forward compared to the current approach
to variable remuneration.
Overall we believe that our approach delivers
a design which reflects the Company’s
approach to responsible remuneration,
allows the attraction and retention of talent
and supports the long-term success of
the Group.
The proposed new policy is set out on pages
75 to 81, and a summary of the policy can be
found on pages 73 and 74.
CEO salary adjustment
As part of the policy review we also
considered the salary level for the CEO.
Alexander Scott has been in role for four
years, and our review of market data
suggested that his current salary level was
significantly below the level appropriate for
the CEO position. When deliberating a salary
adjustment we took into account a number
of different considerations, including internal
relativities and the impact this was having on
hiring senior talent, and positioning against
the market.
Following consultation with shareholders,
we decided to increase his salary by 13.1%
to £545,000. This increase comprised:
n
an inflationary increase of 4.5% which
was backdated to apply from 1 June 2024
(aligned to our workforce increase); and
n
a further step change adjustment of 8.3%
which would apply from 1 October 2024.
While we recognised that an increase to both
incentives and salary had a multiplier impact
on overall remuneration, our view is that the
resultant total compensation level continues
to be relatively modest against practice in
listed companies. Shareholders we consulted
with were generally supportive of
our approach.
CFO appointment
The Group undertook several planned
changes of the board during the year.
We welcomed Euan Marshall as CFO to
the Group in January.
At the time of Euan’s appointment, the
committee had begun the process of
reviewing the variable framework for
executive directors. In order to ensure we
had flexibility in how we developed the policy,
we structured Euan’s package as a two part
offer with a base salary of £375,000 and a
pensionable and bonusable cash supplement
of up to £50,000, but with a contractual
commitment that salary would become
£425,000 if the current incentive policy
maximum were to continue.
Euan was awarded a salary increase of
4.5% effective 1 June so that his salary as at
30 September was £391,875 plus the cash
supplement, which remained unchanged.
This increase was the same as the 4.5%
awarded to other executives and the
wider workforce.
When the design of the new Policy was
finalised, to ensure alignment to deliver the
expected total compensation out-turns, the
committee revised his base salary to
£400,611 with effect from 1 November 2024.
The final salary was therefore, as anticipated,
set at a level lower than the salary of
£425,000 which was contractually agreed if
the current policy maximum had continued.
As part of his recruitment it was necessary
for the committee to award a buyout in
relation to awards forfeited from his previous
employment. More details are set out on
page 90 of the Remuneration Report.
Other board changes
Jonathan Gunby retired from the board on
30 September. He remains an employee of
the Group and a director and Chief Executive
Officer of IFAL. He received a variable award
in respect of his service as an executive
director of the Company and the Group
in FY24.
Chair fees
In late 2023, the committee undertook
a review of the fee for the Chair of the board
in light of the time commitment and work
required by the Chair in the delivery of his
duties. The committee considered carefully
the market context and appropriate peers in
the financial services sector and determined
that a stepped approach was most
appropriate. In January 2024 the committee
approved an interim fee adjustment from
£140,000 to £180,000 backdated to
1 October 2023 and at the end of the
financial year the committee approved a
further step increase to £220,000 with effect
from 1 October 2024.
Remuneration outcomes for
year ended 30 September 2024
For the financial year 2024, the Company
achieved financial results ahead of plan with
PBT of £68.9 million (10% increase on prior
year). Financial performance is set out in
more detail on pages 38 to 42 of this report.
The FUD at was at record level and ahead of
plan at period end. The platform recorded
strong gross flows in a weaker market with
net inflows only marginally down on target.
Service standards have been maintained and
the platform has performed well in adviser
and client surveys, winning the “Best
Platform for Advisers” at the Professional
Adviser Awards and “Best Service for
Paraplanners (new business)” at the Annual
Paraplanner Awards. Progress has been
made with the development of CURO PP
however more development is being
undertaken to widen the user market.
For the year end 30 September 2024, the
performance framework has utilised the
more discretionary approach to variable
awards under our current Remuneration
Policy, based on our four anchors of financial
performance; stakeholder outcomes; risk,
regulation and ESG; and strategy delivery.
As in previous years, a portion of the bonus
is paid in cash and a portion is deferred
into shares.
Directors’ bonuses were awarded within the
parameters of the existing Policy. Alexander
was awarded a cash bonus of 26% and a
bonus award deferred into shares of 29%.
Jonathan was awarded a cash bonus of 25%
and a bonus award deferred into shares of
27%. Euan Marshall was awarded a cash
bonus of 31% and a target bonus award
deferred into shares of 33%. Michael Howard
did not receive a bonus. The committee
considered that these bonus awards were
a fair reflection of the Company’s
overall performance.
In making these awards, by assessment
against the anchors, the Remuneration
Committee considered the performance of
the Company over the financial year against
its strategic objectives; the business plans
approved by the board; market consensus;
regulatory requirements; and the current
state of financial markets. Variable awards
have been assessed against the extent to
which deliverables have been achieved.
Strategic report
Corporate governance
Financial statements
Other information
69
IntegraFin
Annual Report 2024