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Annual Report & Accounts 2014 - REPORT OF THE REMUNERATION COMMITTEE
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Remuneration Committee The Remuneration Committee is comprised of the two Non-Executive Directors and was chaired in the year by Karl Diacono. The Committee determines the remuneration packages of the Executive Directors and other senior management, and is required by the Board to review the bonus arrangements of any employee or consultant to the Group. The Committee meets at least twice a year. Group Remuneration policy In accordance with its remit, the Committee's policy is to determine the remuneration packages of the Executive Directors and other senior management in order to ensure that the relevant individuals are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company. Remuneration package The remuneration package comprises basic salary and benefits, annual bonus and long term incentive arrangements. The Executive Directors and senior management are remunerated using the policy described below. Basic Salary and Benefits Basic salary is set for each individual based on individual performance and achievement of objectives and following the consideration of compensation information for other companies in the e-gaming industry, both quoted and unquoted. The Executive Directors are also entitled to health and life cover. pension The Group did not operate a pension plan for the Executive Directors or senior management in 2014 or 2013. Bonus arrangements Bonus scheme arrangements are in place for all members of staff, including the Executive Directors. The staff bonuses are based on individual performance and the Executive Directors linked to the performance of the Group as detailed below. The Remuneration Committee after consulting with shareholders has decided that Executive Directors annual bonuses should be linked directly to the dividends paid by the Company. Accordingly, both Kenneth Alexander and Richard Cooper will receive a bonus each year equal to the dividends that would have been paid by the Company to that Director in the relevant period in respect of the GVC Holdings shares subject to unexercised awards granted under the 'new' scheme to that Director as if those awards had already been exercised (and the GVC Holdings shares issued) at the record date for payment of the relevant dividend. a) Directors' emoluments Summary Benefits Salary/Fees Bonus* Pension in Kind*** total 2014 Total 2013 € € € € € € executive Directors K Alexander 931,231 3,496,827 - 2,431 4,430,489 2,923,582 R Cooper 491,621 1,793,821 - 3,448 2,288,890 1,544,597 1,422,852 5,290,648 - 5,879 6,719,379 4,468,179 non-executive Directors L Feldman 158,036 1,391,524 - - 1,549,560 914,164 N Blythe-Tinker** 124,692 167,103 - - 291,795 136,090 K Diacono 69,000 69,000 - - 138,000 69,000 1,774,580 6,918,275 - 5,879 8,698,734 5,587,433 * see bonus detail on page 64 ** stepped down from the Board on 17 January 2014 *** principally healthcare GVC HOLDINGS PLC ANNUAL REPORT 2014 63 RepoRt of the RemuneRation Committee RepoRt of the RemuneRation Committee