排列三单一跨度走势图:Company Policies

北京快三助手 www.nsg5.cn The Board is committed to greater diversity within our business. The diversity of our people - whether in terms of ideas, skills, knowledge, experience, ethnicity, gender or any other measure - is very important for the continuing long term success of the Company. This also applies when it comes to the makeup of the Board to ensure that it is well equipped to lead the business effectively, embraces new ideas and makes good use of differences in experiences, backgrounds and perspectives to satisfy all the different stakeholders we have as a global organisation.

The Board has adopted the following Board Diversity Policy:

1. This Board Diversity Policy (the “Policy”) sets out the approach to diversity of the Board of Croda International Plc (the “Board”).  The Policy applies to the Board of Croda International Plc (the “Company”). The Policy does not apply to diversity in relation to employees of the wider Croda Group, which is covered by the Group Policy on Managing Diversity.

2. Policy Statement

   The Board is committed to greater diversity within our business. The diversity of our people – whether in terms of ideas, skills, knowledge, experience, ethnicity, gender, or any other measure - is very important for the continuing long term success of the Company. This also applies when it comes to the makeup of the Board to ensure that it is well equipped to lead the business effectively, embraces new ideas and makes good use of differences in experiences, backgrounds and perspectives to satisfy all the different stakeholders we have as a global organisation.

   Regarding all appointments to the Board, whether for Non-Executive or Executive positions, we will carefully consider the benefits of greater diversity, including gender diversity, whilst ensuring that we fulfil our obligations to our shareholders to recruit the best person, on merit, to the relevant role.

   In accordance with its terms of reference, our Nomination Committee (the “Committee”) regularly reviews the structure, size and composition of the Board and recommends candidates to fill Board vacancies as they arise. In considering the composition of the Board the Committee will consider, amongst other things, the skills, knowledge, experience and diversity of the Board. 

   The Board and the Committee consider the size of our Board is appropriate, engendering thorough debate, discussion and challenge at Board meetings and allowing all directors to be fully involved and contribute to Board decisions. Although there are no current plans to increase the size of the Board, we will work towards increasing diversity, including gender, as vacancies arise and suitable candidates are identified.

3. Measurable objectives

   At any given time the Board may seek to improve one or more aspects of its diversity and measure progress accordingly. In identifying suitable candidates for appointment to the Board, the Committee will:

   • For all Non-Executive Director appointments, and where appropriate Executive Director appointments, use open advertising or the services of external executive search firms to facilitate the search;
   • If using executive search firms, only use firms that have signed up to the Voluntary Code of Conduct for Executive Search Firms;
   • Consider candidates from a wide range of backgrounds, including those without public company board experience;
   • Consider candidates on merit and against objective criteria and with due regard for the benefits of diversity on the Board; and
   • Ensure that no unlawful discrimination occurs at any stage in the selection process on the grounds of age, disability, gender reassignment, marriage and civil partnership, maternity, pregnancy, race, religion or belief, sex or sexual orientation.

   The Board is committed to at least maintaining the current 25% level of female representation and achieving a 33% level of female representation in the medium-term, whilst ensuring that diversity in its broadest sense remains a central feature of the Board.  

4. Monitoring and reporting

   The Committee will report annually, in the corporate governance section of the Company’s Annual Report, on the process it has used in relation to Board appointments. Such report will include a summary of, and progress against, the objectives in the Policy.

5. Review of the Policy

   The Committee will review the Policy annually, which will include an assessment of the effectiveness of the Policy.  The Committee will discuss any revisions that may be required and recommend any such revisions to the Board for approval.

Approved by the Board on 19 January 2018

2017 Gender Pay Gap Report

Provision of non-audit services by external auditors.

1. As a result of the Revised Ethical Standard which was issued by the FRC in April 2016, the Company’s auditors will not be appointed to provide any of the non-audit services which are blacklisted in the Ethical Standard 5 of the Financial Reporting Council. This will apply from 31 December 2016.
For these purposes, prohibited non audit services shall mean:

(a) tax services relating to:
i) preparation of tax forms;
(ii) payroll tax;
(iii) customs duties
(iv) identification of public subsidies and tax incentives unless support from the audit firm in respect of such services is required by law;
(v) support regarding tax inspections by tax authorities unless support from the audit firm in respect of such inspections is required by law;
(vi) calculation of direct and indirect tax and deferred tax; or
(vii) provision of tax advice;

(b) services that involve playing any part in the management or decision-making of the audited entity;

(c) bookkeeping and preparing accounting records and financial statements;

(d) payroll services;

(e) designing and implementing internal control or risk management procedures related to the preparation and/or control of financial information or designing and implementing financial information technology systems;

(f) valuation services, including valuations performed in connection with actuarial services or litigation support services;

(g) legal services, with respect to:

(i) the provision of general counsel;
(ii) negotiating on behalf of the audited entity; or
(iii) acting in an advocacy role in the resolution of litigation;
(h) services related to the audited entity's internal audit function;
(i) services linked to the financing, capital structure and allocation, and investment strategy of the audited entity, except providing assurance services in relation to the financial statements, such as the issuing of comfort letters in connection with prospectuses issued by the audited entity;
(j) promoting, dealing in, or underwriting shares in the audited entity; and
(k) human resources services, with respect to:
(i) management in a position to exert significant influence over the preparation of the accounting records or financial statements which are the subject of the statutory audit;
(ii) structuring the organisation design; or
(iii) cost control.

2. The services referred to in points 1(a)(i), 1(a)(iv) to 1(a)(vii) and 1(f), may be provided if the following requirements are complied with:
(a) they have no direct effect or, in the view of an objective, reasonable and informed third party, would have an inconsequential effect, separately or in the aggregate, on the audited financial statements;

(b) the estimation of the effect on the audited financial statements is comprehensively documented and explained in the additional report to the audit committee;

(c) the principles of independence laid down in Section 1 of the Revised Ethical Standard 2016 are complied with; and

(d) for the purposes of the statutory audit of the financial statements, the audit firm would not place significant reliance on the work performed by the audit firm in performing these services.

3. The Company’s auditors may be appointed to provide non-audit services, except those prohibited by paragraph 1 above), provided that:
(a) the fees payable to the auditors in respect of such services must not exceed £500,000 or 70% of the average audit fee for the last three years in the aggregate, whichever is the lower;

(b) each appointment of the auditors to provide any such services must be approved by the Group Finance Director or the Group Financial Controller;

(c) any individual appointment for services in excess of £20,000 must first be approved by the Chairman of the Audit Committee of the Company’s Board (the “Audit Committee”), with the Chairman having discretion on whether to seek approval of the Audit Committee;

(d) any individual appointment for services in excess of £100,000 must first be approved by the Audit Committee; and

(e) a summary of the fees paid in each of the first and second half of each year shall be presented to the Audit Committee at its first meeting after each such period end.

Any proposal to appoint the Company’s auditors to provide non-audit services which will breach the aggregate fee limit referred to above will require the prior approval of the Audit Committee.

This policy will be reviewed by the Audit Committee at least annually and will also be updated to reflect changes in laws and regulations.
Adopted by the Audit Committee of the Board on 1 November 2016 to take effect from 1 January 2017.

Croda’s remuneration policy was adopted by shareholders at the Company’s 2017 Annual General Meeting on 26 April 2017 and is intended to operate until the Company's 2020 Annual General Meeting.

The key objectives of our executive remuneration policy are:

• to achieve the closest possible alignment with the Company’s strategy;
• to raise the profile of performance and to ensure that it is judged against true business competition
• to ensure that the policy properly reflects the various concerns of shareholders as to structure and metrics;
• to ensure that target setting year by year sets truly stretching ambitions and that the scale of reward is proportionate; and
• The Committee’s method of operation will be flexible and dynamic taking account of external changes and business performance

The table below sets out the main components of Croda’s Remuneration Policy:

Link to strategy	Operation	Maximum opportunity
Basic salary   To assist in the recruitment and retention of high-calibre executives	Reviewed annually with increases effective from 1 January. Base salaries will be set by the Committee, taking into account: The performance and experience of the individual concerned Any change in responsibilities Rates of pay in international manufacturing and pan-sector companies of a comparable size and complexity Pay and employment conditions elsewhere in the Group Rates of inflation and market- wide wage increases across international locations The geographical location of the Executive	Salaries may be increased each year (in percentage of salary terms). The Committee will be guided by the salary increase budget set in each geography and across the workforce generally. Increases beyond those linked to the geography of the Executive or the workforce as a whole (in percentage of salary terms) may be awarded in certain circumstances such as where there is a change in responsibility, experience or a significant increase in the scale of the role and/or size, value or complexity of the Group. The Committee retains the flexibility to set the salary of a new hire at a discount to the market level initially, and to implement a series of planned increases in subsequent years, in order to bring the salary to the desired positioning, subject to individual performance.

Framework used to assess performance and for the recovery of sums paid. The Committee considers individual salaries at the appropriate Committee meeting each year taking due account of the factors noted in operation of the salary policy. 

Benefits To provide competitive benefits to act as a retention mechanism and reward service.	The Group typically provides the following benefits: Company car (or cash allowance) Private fuel allowance Health and other insured benefits Other ancillary benefits, including relocation expenses/arrangements (as required) Additional benefits might be provided from time to time (e.g. in circumstances where an Executive Director is recruited from overseas). The Committee will consider whether the payment of any additional benefits is appropriate and in line with market practice when determining whether they are paid.	Cost of benefits is not pre-determined and may vary from year to year based on the cost to the Group.
Framework used to assess performance and for the recovery of sums paid None.
Performance Share Plan To incentivise and reward the execution of business strategy over the longer term. Rewards sustained growth in (i) profit and (ii) shareholder value.	The Performance Share Plan (PSP) provides for awards of free shares (ie either conditional shares or nil-cost options) normally made annually which vest after three years subject to continued service and the achievement of challenging performance conditions. Shares (on an after tax basis) are subject to a one-year post-vesting holding period for awards granted in 2014 and a two-year post-vesting holding period for awards granted in subsequent years. The Committee has the discretion at grant of an award, to permit awards to benefit from the dividends paid on shares that vest.	Normal maximum opportunity of 200% of salary. In exceptional circumstances (eg recruitment), awards may be granted up to 300% of salary to compensate for value forfeited from a previous employer.
Framework used to assess performance and for the recovery of sums paid Granted subject to a blend of challenging financial (eg EPS) and total shareholder return performance targets tested over three years.             25% of awards will vest for threshold performance with full vesting taking place for equalling, or exceeding, the maximum performance targets (no awards vest for performance below threshold). Vesting is also dependent on satisfactory underlying financial performance of the Group over the performance period. Subject to potential claw back in the event of a material misstatement of results or serious misconduct. The claw back provisions will operate for a three year period following the date on which the awards vest.
All-employee share plans Encourages long term shareholding in the Company. Provides all employees with the opportunity to become shareholders in the Company on similar terms.	Periodic invitations are made to participate in the Group’s Sharesave Plan and Share Incentive Plan. Shares acquired through these arrangements have significant tax benefits in the UK subject to satisfying certain HMRC requirements. The plans can only operate on an all employee basis. The plans operate on similar terms but on a non-tax favoured basis outside the UK as appropriate.	The maximum participation level (for UK-based employees) is as per HMRC limits (see Annual Report on Remuneration for current maximum limits).
Framework used to assess performance and for the recovery of sums paid. There are no post-grant performance targets applicable to these awards.
Pension To provide competitive long term retirement benefits. To act as a retention mechanism and reward service.	Pension benefits are typically provided either through (i) participation in the Group’s defined benefit pension plan with a cash supplement provided above any pension salary cap or (ii) a cash supplement provided in lieu of pension. Only basic salary is pensionable.	Defined benefit pension with up to 1/60th accrual up to a capped salary of £150,000 as of April 2014 plus cash allowance of up to 25% of salary above the cap. Or Cash allowance of up to 25% of salary. With effect from 1 April 2016 the form of defined benefit pension will change to a Career Average Revalued Earnings scheme. This change applies similarly to all employees with their existing accrual rate retained (up to 1/60th).
Framework used to assess performance and for the recovery of sums paid None.
Performance related bonus To incentivise and reward delivery of the Group’s key annual objectives. To contribute to longer term alignment with shareholders.	Compulsory deferral of one third of any bonus paid into shares for three years. The balance of the bonus is paid in cash.	Group Chief Executive: 125% of salary Other Executive Directors: 100% of salary
Framework used to assess performance and for the recovery of sums paid             Details of the performance measures used for the current year and targets set for the year under review and performance against them is provided in the Annual Report on Remuneration. Bonus will be fully (or largely) based on a challenging range of financial targets set in line with the Group’s KPIs (eg income growth targets). The Committee has the flexibility to include, for a minority of the bonus, targets related to the Group’s other KPIs where this is considered appropriate. For each objective set, bonus starts to accrue once the threshold target is met (0% payable) rising on a graduated scale to 100% for out-performance. The Committee has the flexibility to take health, safety and environmental performance into consideration when determining the actual overall level of individual bonus payments and it may reduce the bonus awards if it considers it appropriate to do so. Bonuses paid are subject to potential claw back in the event of a material misstatement of results or serious misconduct. The claw back provisions will operate for a three-year period following the date on which the bonus is paid.

Bonus Plan and Long Term Incentive Policy

The Committee will operate the annual bonus plan, PSP and all-employee plans according to their respective rules and in accordance with the Listing Rules and HMRC rules where relevant. The Committee retains discretion, consistent with market practice, in a number of regards to the operation and administration of these plans. These include the following (performance targets restricted to the descriptions detailed in the preceding policy table):

• Who participates in the plans
• The timing of grant of award and/or payment
• The size of an award and/or payment
• The determination of vesting
• Dealing with a change of control (eg the timing of testing performance targets) or restructuring
• Determination of a good/bad leaver for incentive plan purposes based on the rules of each plan and the appropriate treatment chosen
• Adjustments required in certain circumstances (eg rights issues, corporate restructuring and special dividends)
• The annual review of performance conditions for the annual bonus plan and PSP

The Committee also retains the ability to adjust the targets and/or set different measures and alter weightings for the annual bonus plan and to adjust targets for the PSP if events occur (eg material divestment of a Group business) which cause it to determine that the conditions are no longer appropriate and the amendment is required so that the conditions achieve their original purpose and are not materially less difficult to satisfy.

Choice of Performance Measures and Approach to Target Setting

The performance metrics that are used for annual bonus and long term incentive plans are a subset of the Group’s KPIs.

Under the annual bonus plan, an underlying profit-based objective such as income growth will be used as the primary performance metric. Such a measure will be used as it looks to reward two KPIs that are used within the business, namely the growth in underlying profitability and the efficient use of working capital. Other metrics based on the Group’s KPIs may be used in the future where it is considered that they provide clear alignment with the evolving strategy of the Group. In any event, the achievement of profitable growth whilst ensuring that efficient management of capital is fully encouraged will be central to the Committee’s deliberations.

In terms of long term performance targets, PSP awards vest subject to (i) challenging EPS growth targets that are informed by the long term levels of earnings growth targeted by the Group and (ii) relative TSR targets which provide clear alignment of interests between shareholders and executives.

Targets are set based on sliding scales that take account of internal planning and external market expectations for the Group. Only modest rewards are available for delivering threshold performance levels with maximum rewards requiring substantial out-performance of the challenging plans approved at the start of each year. No performance targets are applied to the all-employee plans which are aimed at encouraging broad based equity ownership.

Further details of the annual bonus metrics to be used for the current financial year are set out in the Annual Report on Remuneration. The targets for awards to be granted under the PSP in the current financial year are consistent with the policy set out above and are also set out in the Annual Report on Remuneration.

Recruitment and Promotion Policy

For Executive Director recruitment and/or promotion situations, the Committee will follow the guidelines below:  

Remuneration element	Policy
Base salary	Base salary levels will be set in accordance with the Group’s remuneration policy, taking into account the experience and calibre of the individual (eg typically around market rates in companies of comparable size and complexity). Salary levels may be set below this level (eg if the individual was promoted to the Board). Where it is appropriate to offer a below market rate of pay initially, a series of increases to the desired salary positioning may be given over the subsequent few years subject to individual performance. Above market salaries may also be offered if the experience and calibre of the candidate is considered to justify such an approach being taken by the Committee.
Benefits	Benefits in accordance with the current policy. In addition, where necessary, the Committee may approve the payment of relocation expenses to facilitate recruitment.
Pension	A Company pension contribution or cash supplement in accordance with the current policy.
Annual bonus	The annual bonus would operate in accordance with the current policy in terms of the maximum opportunity and performance targets, albeit pro-rated for the period of employment. Any increases in ongoing annual bonus opportunity above the normal limit will be contingent on the Company receiving shareholder approval for an amendment to its approved policy.
Long term incentives	Share awards will be granted in accordance with the current policy. An award may be made shortly after an appointment (subject to the Company not being in a prohibited period). For an internal hire, existing awards would continue over their original vesting period and remain subject to their terms as at the date of grant. The maximum on-going annual award level is as per the current policy.
Buy out awards	In the case of an external hire and in exceptional circumstances, if it is necessary to buy-out incentive pay or benefit arrangements (which would be forfeited on leaving the previous employer), this would be provided for taking into account the form (cash or shares), timing and expected value (ie likelihood of meeting any existing performance criteria) of the remuneration being forfeited. Replacement share awards, if used, will be granted using the Company’s existing share plans within the limits detailed in the current policy table. Awards may also be granted outside of these schemes if necessary and as permitted under the Listing Rules.

Directors’ Service Contracts and Payments for Loss of Office

Executive Directors’ service contracts are terminable by the Company on up to one year’s notice and by the Director on at least six months’ notice.

In respect of termination, the Committee’s policy is to deal with each case on its merits, in accordance with the law and any further policy adopted by the Committee at the time. In the event of early termination, other than for cause, the relevant Director’s then current salary and contractual benefits would be taken into account in calculating any liability of the Company. For clarification, the Company’s policy is that no entitlement to unearned bonus will be taken into account when determining payments on early termination.

The principal contractual benefits provided in addition to salary are the provision of a car or car allowance, private fuel allowance, pension, medical insurance and life assurance. Annual bonuses and long term incentives are non-contractual and are dealt with in accordance with the rules of the relevant schemes.

The Committee’s policy is also for contracts to contain provisions which enable the Company to terminate contracts at any time with immediate effect. The Executive Director would be entitled to receive compensation equivalent to up to twelve months’ salary plus the value of their pension benefits (currently valued at 20% of basic salary) and the value of other benefits, payable in equal monthly instalments over the full notice period or, if less, the remainder of any notice period not yet completed. Such payments would discontinue or reduce to the extent that alternative employment is obtained.

An Executive Director’s service contract may be terminated without notice for certain events such as gross misconduct. No payment or compensation beyond sums accrued up to the date of termination will be made if such an event occurs.

Other than in the event of a redundancy, retirement or other good leaver circumstances, at the discretion of the Committee, no bonus may be payable unless the individual remains employed and is not under notice at the payment date. In the event that an individual does cease employment for one of the good leaver reasons detailed, bonuses would become payable pro-rata based on the number of complete calendar months worked in the relevant year. The policy for a new hire would be based on terms that are consistent with these provisions.

The treatment for share-based incentives previously granted to an Executive Director will be determined based on the relevant plan rules. The default treatment will be for outstanding awards to lapse on cessation of employment. In relation to awards granted under the Company’s long term incentive plans, in certain prescribed circumstances, such as injury or disability, redundancy, transfer or sale of the employing company, retirement with the Company’s agreement or other circumstances at the discretion of the Committee (reflecting the circumstances that prevail at the time) ‘good leaver’ status may be applied. If treated as a good leaver, awards will be eligible to vest subject to performance conditions, which will be measured over the performance period from grant to the normal vesting date, and which will be reduced pro-rata (unless the Committee consider it appropriate to do so) to reflect the proportion of the performance period actually served.

Shareholding Guidelines

The Committee operates share ownership guidelines which apply to all Executive Directors and the Group Executive Committee. The Group Chief Executive is subject to a share ownership guideline of 200% of salary and the other Executive Directors to 150% of salary.

It is expected that the guideline will be met within a five year time period from its adoption (or date of joining for new appointments) through a combination of share purchases and the retention of incentive shares. On the exercise of Sharesave options or the vesting of awards from the Company’s long term incentive plans, Executives are required to retain shares awarded representing 50% of the net of tax gain until the ownership target is met or exceeded.

External Appointments

Executive Directors can accept external non-executive appointments with the prior approval of the Board. It is normal practice for Executive Directors to retain fees provided for non-executive appointments.

Non-Executive Directors’ Letters of Appointment

The Chairman and Non-Executive Directors have letters of appointment for an initial fixed term of three years subject to earlier termination by either party on written notice. In each case, this term can be extended by mutual agreement. Non-Executive Directors have no entitlement to contractual termination payments. The dates of the initial appointments of the Non-Executive Directors are set out in the Annual Report on Remuneration.

Non-Executive Directors’ fees

The policy on Non-Executive Directors’ fees is:

Link to strategy	Operation	Maximum opportunity
Fees To provide a competitive fee which will attract those high calibre individuals who, through their experience, can further the interests of the Group through their stewardship and contribution to strategic development.	The fees for Non-Executive Directors (including the Chairman) are typically reviewed every two years. Fee levels are set by reference to the expected time commitments and responsibilities, and are periodically benchmarked against relevant market comparators, as appropriate, reflecting the size and nature of the role. The Chairman and Non-Executive Directors are paid an annual fee which is paid monthly in cash and do not participate in any of the Company’s incentive arrangements or receive any pension provision. The Non-Executive Directors receive a basic Board fee, with additional fees payable for chairmanship of the Company’s key Committees and for performing the Senior Independent Director role. All Non-Executive Directors are reimbursed for travel and related business expenses reasonably incurred in performing their duties. The Committee recommends the remuneration of the Chairman to the Board. The Chairman’s fee is determined by the Committee (during which the Chairman has no part in discussions) and recommended by them to the Board. The Non-Executive Directors’ fees are determined by the Chairman and the Executive Directors.	Fee levels will be eligible for increases during the period that the Remuneration Policy operates to ensure they continue to appropriately recognise the time commitment of the role, increases to fee levels for Non-Executive Directors in general and fee levels in companies of a similar size and complexity.
Framework used to assess performance and for the recovery of sums paid None.

How Executive Directors’ Remuneration Policy Relates to the Wider Group

The Executive Directors’ Remuneration Policy provides an overview of the structure that operates for the Group Executive Directors and those senior Executives forming the Group Executive Committee (noting, however, that there are some differences in PSP participation and levels within this group). The Committee is made aware of pay structures across the Group when setting the Remuneration Policy for Executive Directors. The key difference is that, overall, the Remuneration Policy for Executive Directors is more heavily weighted towards variable pay than for other employees.

Base salaries are operated under the same policy as detailed in the Remuneration Policy table with any comparator groups used as a reference point being country and/or industry specific. The Committee considers the general basic salary increase for the broader Group and, in particular, the UK based employees when determining the annual salary review for the Executive Directors. The performance related bonus scheme operates on a tiered basis from 125% of salary down to 30% of salary across the most senior global grades. Outside of the most senior tiers of Executives, the PSP is not operated as this arrangement is reserved for those anticipated as having the greatest potential to influence Group level performance. However, the Committee believes in wider employee share ownership and promotes this through the operation of the HMRC tax approved all-employee share schemes which are open to all UK employees. Other similar share schemes are offered in other jurisdictions where local securities laws allow.

How the Views of Employees are Taken into Account

The Company, in line with current market practice, does not actively consult with employees on Executive remuneration. The Group has a diverse workforce operating globally in 34 different countries, with various local pay practices, which hinders effective consultation and so the Group Human Resources Director updates the Committee periodically on feedback received on remuneration practices across the Group. The Committee takes due account of remuneration structures elsewhere in the Group when setting pay for the Executive Directors (for example, consideration is given to the overall salary increase budget and the incentive structures that operate across the Group).

How the Views of Shareholders are Taken into Account

The Remuneration Committee considers shareholder feedback received in relation to the AGM each year and guidance from shareholder representative bodies more generally. This feedback, plus any additional feedback received during any meetings held with shareholders from time to time, is then considered as part of the Committee’s ongoing review of remuneration policy.

Croda International Plc Group Tax Strategy