Annual report on remuneration

This chapter constitute the Annual report on remuneration. Shareholders will have an advisory vote on this, together with chapters Remuneration report, Remuneration at a glance, and Governance, at the AGM. Where required, this information has been audited by PwC.

This section sets out remuneration disclosures for 2016, across Schroders as a whole and specifically for the executive and non-executive Directors, and compares this to remuneration for 2015. The Directors’ remuneration was compliant with the policy approved by shareholders at the 2014 AGM.

This section also sets out the context for the Directors’ remuneration, including the main performance metrics that the Committee considered when setting the overall annual bonus pool and information on how annual bonus awards were allocated across the Group, along with details of the key performance criteria considered when determining executive Directors’ annual bonus awards. Returns to shareholders over the last eight years are compared with the total remuneration of the Group Chief Executive over the same period. Directors rights under fund and share awards and the share interests of Directors and their connected persons are also detailed.

Aligning pay and performance across Schroders

Group performance (audited)

Net income excluding exceptional items increased 8% in 2016 reflecting continued net new business wins and positive investment returns for clients. The Group saw record profit before tax and exceptional items of £644.7 million, up 6%, and earnings per share before exceptional items of 186.3 pence, up 5%. The Board is recommending a 7% increase in the total dividend per share for the year.

Net new business was £1.1 billion (2015: £13.0 billion), with net inflows in Institutional, while Intermediary and Wealth Management saw net outflows. AUMA ended the year at a record high of £397.1 billion (2015: £313.5 billion) and 74% (2015: 72%) of our AUM outperformed their benchmark or peer group in the three years to 31 December 2016.

Further information on the Group’s operating and financial performance can be found in the Strategic report. Within the Strategic report, the table in chapter Strategy outlines the Group’s strategy and how our objectives are aligned with those of our clients. Chapter Key performance indicators show our performance against our key performance indicators over the five years to 31 December 2016.

Key performance metrics

Key performance metrics (bar chart)

* Before exceptional items.

Aligning remuneration costs with financial performance

The total spend on remuneration is derived from the profit share ratio, measuring the bonus charge against pre-bonus profit, and from the total compensation ratio, measuring total remuneration expense against net income. This ensures that the interests of employees are aligned with the Group’s financial performance.

The Committee received a report from the Group Chief Executive on the underlying strength and sustainability of the business and reports on risk, legal and compliance matters from the heads of those areas. These were considered as part of the 2016 compensation review.

The Committee determined the annual bonus pool for the year ended 31 December 2016 based on a profit share ratio of 36% (2015: 37%) and a total compensation ratio of 44% (2015: 44%). This is below our target total compensation ratio range of 45% to 49%, as the Committee and the Board as a whole were conscious of the macro trends facing asset managers including Schroders and the impact in 2016 of weaker sterling, but is in line with 2015. From 2015 to 2016, headcount is up 10% and fixed remuneration costs are up 16%. As a result the annual bonus pool was down 7% assuming constant currency rates.

Key remuneration metrics

Key remuneration metrics (bar chart)

* Before exceptional items.

Relative spend on pay

The charts below illustrate the relative spend on pay for 2016 compared to 2015. The values are taken from the financial statements and show how remuneration costs before exceptional items compare to shareholder distributions, taxes arising and earnings retained, in order to illustrate how net income is utilised. Distributions to shareholders in respect of 2016 formed a similar proportion of the total as for 2015.

2015 (% vs. 2014)

Relative spend on pay 2015 (pie chart)

2016 (% vs. 2015)

Relative spend on pay 2016 (pie chart)

The annual bonus pool and annual bonus award allocations across the Group

The table below shows the total annual bonus pool, divided into amounts paid in cash and amounts deferred.

The Group Chief Executive allocates the overall pool between the divisions or functions headed by GMC members, taking into consideration the objectives, both financial and non-financial, that were set at the beginning of the year. Variable remuneration awards for employees, other than those determined, approved or reviewed by the Committee, are recommended to the Group Chief Executive by members of the GMC, taking account of individual performance against objectives, the performance of the relevant area and the levels of reward for comparable roles in the market. The Committee was satisfied that the process was rigorous and that the allocation of the pool and the individual bonus awards took account of both financial and non-financial performance, including conduct, particularly with respect to client outcomes, as described on below.

The table below compares the annual bonus pools for 2015 and 2016. The 2015 figures are also shown after adjusting to reflect the foreign exchange rates used during the 2016 compensation review, to provide a better comparison of what was awarded to employees each year.

 

2015

Adjusted
20151

2016

1

Adjusted to reflect the same foreign exchange rates as those used for the 2016 figures.

Profit share ratio

37%

n/a

36%

Total compensation ratio

44%

n/a

44%

 

 

 

 

 

£m

£m

£m

Total bonus paid in cash

232.8

244.3

234.1

Total bonus deferred into fund awards

40.4

41.8

35.6

Total bonus deferred into share awards

45.2

47.0

41.3

Bonus pool

318.4

333.1

311.0

 

 

 

 

Proportion of bonus pool that is deferred

27%

27%

25%

Number of bonus-eligible employees

3,447

3,447

3,622

Mean annual bonus award per bonus-eligible employee

£92,369

£96,645

£85,857

Median annual bonus award per bonus-eligible employee

£17,000

£18,000

£17,806

 

 

 

 

Group Chief Executive’s bonus as a % of the bonus pool

2.5%

2.4%

1.8%

Aggregate bonuses to executive Directors as a % of the bonus pool

6.5%

6.2%

4.2%

Comparison of the percentage change in base salary, benefits and annual bonus award

The chart on the right compares the percentage change from 2015 to 2016 in base salary, benefits and annual bonus award to the Group Chief Executive with the average year-on-year percentage change across employees of the Group taken as a whole (except where noted).

The salary increase shown for the Group Chief Executive reflects the part-year impact of increasing Peter Harrison’s salary to £500,000 with effect from his appointment as Group Chief Executive on 4 April 2016. Salary increases across the Group during 2016 were targeted at employees whose roles had increased in scope materially during the year and those whose fixed pay significantly lagged behind market rates. Particular attention was given to those on lower salaries, for whom fixed pay forms a greater proportion of total remuneration.

The increase in the value of Peter Harrison’s benefits reflects increased private use of a company driver, which is a taxable benefit and so must be reported in the single total remuneration figures below.

Peter Harrison’s annual bonus award for 2016 was 34% higher than for 2015, reflecting his appointment as Group Chief Executive and expanded responsibilities. The average annual bonus award per bonus-eligible employee fell 11%, reflecting a reduction in the annual bonus pool coupled with headcount growth (see above). Across the Group, individual annual bonus awards for 2016 compared with 2015 varied from an increase in excess of 100% to a reduction of bonus to nil, reflecting our pay for performance philosophy.

Comparison of the percentage change in value from 2015 to 2016

Comparison of the percentage change in value from 2015 to 2016 (bar chart)

1 For base salary, employees of the Group are those who were in employment for the full year to 31 December 2016 and represents the average salary increase during 2016.
2 For benefits, employees of the Group are those who were in employment in the UK for the full year to 31 December 2016 and represents the average change in benefits value during 2016.
3 For bonus, employees of the Group are bonus-eligible employees and represents the change in average bonus per bonus-eligible employee each year, at constant currency, see above.

Gender pay

The UK Government Equalities Office has introduced legislation that will require employers with 250 or more UK employees to disclose annually information on their gender pay gap. The first disclosures will be based on amounts paid via payroll in April 2017 and must be published by 4 April 2018. The gender pay gap must be based on an hourly pay rate for each relevant employee, reflecting base salary and certain allowances, and total variable pay over the previous 12 months, representing cash bonus paid plus any proceeds on exercise of ECP, EIP or LTIP awards. Here we are voluntarily disclosing gender pay data for Schroders’ global workforce, on a similar basis. We will publish our UK disclosures in due course.

Schroders was one of the first signatories of the Women in Finance Charter in the UK, as part of our commitment to promote diversity of thought and ensure Schroders is an inclusive place to work. This is broader than gender and more information on our approach to Diversity can be found in chapter Our people. We originally committed to increase the representation of women in senior management to 30% by 2019. Management made good progress in the first year and female representation was increased from 25% to 29%, while female representation on the GMC increased from 7% to 19%. As a result, the target was increased to 33% female representation in senior management by the end of 2019. Our focus is building on progress to date and developing the pipeline of female talent immediately below the GMC, where female representation is currently 19%. The data below illustrates the representation issue by looking at the proportion of employees by gender according to quartile pay bands.

The proportion of female vs male employees according to quartile pay bands

Top quartile of employees based on hourly fixed pay

21% females, 79% males

Second quartile

36% females, 64% males

Third quartile

50% females, 50% males

Bottom quartile

59% females, 41% males

Total workforce

41% females, 59% males

The lower representation of women at senior levels within the Group, which is an issue across the financial services sector, is reflected in the gender gap shown below. This looks across the total workforce and sets out the gender pay gap on a similar basis to the incoming UK disclosure rules. Our analysis of pay levels for comparable roles shows that male and female employees are paid fairly for equal work.

 

 

Schroders globally

Hourly fixed pay

The amount by which the male median exceeds the female median, as a % of the male median

33%

The amount by which the male mean exceeds the female mean, as a % of the male mean

31%

Total variable pay

The amount by which the male median exceeds the female median, as a % of the male median

59%

The amount by which the male mean exceeds the female mean, as a % of the male mean

66%

The proportion of female and male employees who received variable pay

95% of females and 96% of males

More information on our Diversity and Inclusion action plan can be found on our website, www.schroders.com/inclusion.

Single total remuneration figure for each executive Director (audited)

The total remuneration of each of the executive Directors for the years ended 31 December 2016 and 31 December 2015 is set out below.

 

Peter Harrison

 

Richard Keers

 

Philip Mallinckrodt

 

Michael Dobson

 

Massimo Tosato

 

Total

£’000

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

Base salary

468

375

 

375

375

 

375

375

 

127

500

 

375

375

 

1,720

2,000

Benefits and allowances

12

6

 

8

8

 

20

20

 

21

28

 

105

103

 

166

165

Retirement benefits

45

45

 

45

45

 

40

40

 

12

46

 

45

45

 

187

221

Total fixed pay

525

426

 

428

428

 

435

435

 

160

574

 

525

523

 

2,073

2,386

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annual bonus award

5,500

4,100

 

2,450

2,400

 

1,750

1,925

 

2,000

7,900

 

1,300

4,300

 

13,000

20,625

LTIP vested

268

 

 

122

165

 

272

431

 

134

172

 

796

768

Total variable pay

5,768

4,100

 

2,450

2,400

 

1,872

2,090

 

2,272

8,331

 

1,434

4,472

 

13,796

21,393

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total remuneration

6,293

4,526

 

2,878

2,828

 

2,307

2,525

 

2,432

8,905

 

1,959

4,995

 

15,869

23,779

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contractual settlement

 

 

 

 

3,000

 

3,000

Total including contractual settlement

6,293

4,526

 

2,878

2,828

 

2,307

2,525

 

2,432

8,905

 

4,959

4,995

 

18,869

23,779

Methodology for determining the single total remuneration figure

Base salary

Represents the value of salary earned and paid during the financial year. As disclosed in the 2015 Annual report on remuneration, the Committee increased Peter Harrison’s salary to £500,000 with effect from his appointment as Group Chief Executive on 4 April 2016. This salary is the same as was paid to his predecessor.

Benefits and allowances

Include one or more of: private healthcare, life assurance, permanent total disability insurance, SIP Matching Shares, car parking, private use of a company driver and cash in lieu of discontinued benefits. Michael Dobson’s benefits include £15,000 paid by the Group during the year for legal advice to him in connection to his stepping down as Chief Executive and his appointment as Chairman. Massimo Tosato also benefited from additional permanent total disability cover, life assurance cover and private health care, where the premiums that Schroders paid for these benefits totalled £80,000.

Retirement benefits

Represents the aggregate of contributions to DC pension arrangements and cash in lieu of pension for Peter Harrison and Richard Keers and cash in lieu of pension for Philip Mallinckrodt, Michael Dobson and Massimo Tosato. The table shows how the pension figure above is comprised for each Director.

Annual bonus award

Represents the total value of the annual bonus award for performance during the relevant financial year. Annual bonus award shows the breaks down the bonus into cash paid through the payroll and ECP fund and share awards that will be granted in March following the relevant financial year end. The Annual report on remuneration set out the basis on which annual bonus awards for 2016 were determined.

LTIP vested

Represents the estimated value that is expected to vest on 2 March 2017 from LTIP awards granted on 27 March 2013. More information on the performance achieved, how vesting will be determined and the value shown is provided in LTIP vested.

Contractual settlement

Represents the amount paid to Massimo Tosato in settlement of his contractual rights on stepping down, which is in addition to remuneration awarded for 2016. Clawback terms apply to this payment. If the Group had ended his employment without cause he would have been entitled to 12 months’ remuneration, calculated as the aggregate of base salary and annual bonus award for the previous year, which would have totalled £4.7 million. The Committee agreed to pay £3.0 million in settlement of this right. Michael Dobson also had a contractual entitlement when his employment ended, based on the average aggregate of base salary and annual bonus awards over the previous three years, which would have totalled £7.5 million. Michael Dobson waived that entitlement and as a result no payment was made.

The current executive Directors do not have contractual terms entitling them to a payment if the Group ends their employment without cause.

For Michael Dobson, the remuneration reported in the table above was paid in respect of his contribution during the period of 2016 that he was Chief Executive. His fees as Chairman are reported in the table of non-executive Directors’ remuneration blow.

Competitive positioning

Remuneration levels for employees including the executive Directors are reviewed annually and benchmarked by reference to the external market to ensure they remain appropriately competitive. The chart below illustrates the competitive positioning of pay for each executive Director, followed by a table providing additional commentary on the remuneration benchmarking approach in each case. Total compensation (abbreviated below to total comp.) reflects base salary at the year-end, annual bonus award in respect of 2016 and the grant-date face value of any LTIP award granted during the year, assuming 50% vesting (see below). The market data used in benchmarking these roles was provided independently by external advisors and reflects competitor pay for 2015, which is the most up-to-date data available, whereas the competitive position shown for Schroders in each case reflects remuneration awarded in respect of 2016.

In considering competitiveness, the Committee focuses on levels of pay for comparable roles at other large international asset management firms, though the benchmark peer group is adjusted for some roles to provide a more appropriate comparison. This benchmarking is used to establish a frame of reference for what competitors are paying comparable roles, rather than as the start point or a primary factor when remuneration decisions are made. As outlined below, annual bonus awards are based on the Committee’s assessment of the overall performance of the business and of each executive Director. The policy is to aim to pay executive Directors base salaries that are competitive with other large international asset management firms. As a result, it is likely that salaries will be relatively low when compared to other listed financial services firms, as can be seen below.

Competitive positioning (bar chart)

Role

Commentary

Group Chief Executive

Approximately half of the global asset manager comparator roles are from non-listed businesses, including firms owned by a bank or insurance group and privately owned businesses, whereas Schroders is an independent publicly-listed company. Schroders differs from most of the global asset managers in including Wealth Management within the Group Chief Executive’s remit, alongside Asset Management. As a result, the Schroders Group Chief Executive role sits amongst the more complex of the roles making up this competitive benchmark.

Chief Financial Officer

The peer group for this role includes large UK-listed insurers in place of bank or insurance-owned asset managers where asset management finance would report into a group finance function. The Schroders Chief Financial Officer has wider responsibilities than the market norm, covering financial management, risk management, capital and treasury, human resources, corporate communications and direct responsibility for a range of operational areas, as well as firm-wide operational oversight.

Group Head of Private Assets and Wealth Management

The peer group for this role focused on similarly sized wealth management businesses within Europe. The scope of this Schroders role is broad, covering Private Assets alongside the Wealth Management business. A more comparable benchmark could not be identified as this combination of responsibilities is not replicated at other firms. For the FTSE-100 financial services comparison, the range of competitive remuneration is broad as the data combines all executive Director roles other than Group Chief Executives and Chief Financial Officers.

Performance of Schroders shares against the FTSE-100 Index and the Group Chief Executive’s total remuneration

The graph on the right compares the total shareholder return of Schroders shares with that of the FTSE-100, of which Schroders is a long standing constituent. Over the last eight years, the index has returned 117%, compared to a 334% return for Schroders ordinary shares and 329% for Schroders non-voting ordinary shares. It also shows the Group Chief Executive’s single total remuneration figure over the eight years ended 31 December 2016. The table below sets this out in figures, as well as how variable pay plans have paid out each year. It also shows the ratio of those single total remuneration figures to the mean and median total remuneration awarded to employees as a whole and to other members of the GMC.

Performance of Schroders shares against the FTSE-100 index and the Group Chief Executive’s total remuneration (bar chart)

Financial year

 

2009

2010

2011

2012

2013

2014

2015

20163

20164

 

Michael Dobson

Peter Harrison

1

No maximum annual bonus opportunity was in place so the actual annual bonus award is shown relative to the highest actual award over the last eight years.

2

Those years shown as ‘n/a’ include no LTIP value as the LTIP was introduced in May 2010 and the first award vested on 5 March 2014 based on the four-year performance period ending on 31 December 2013. The percentage shown for 2016 reflects the proportion of awards granted in March 2013 that is expected to vest on 2 March 2017.

3

The 2016 remuneration in respect of Michael Dobson reflects the actual remuneration that he received in respect of the period of 2016 that he served as Chief Executive, as shown in Single total remuneration figure for each executive Director. Fees in respective of his subsequent appointment as Chairman are shown in the table of non-executive Directors’ remuneration.

4

Peter Harrison was appointed Group Chief Executive on 4 April 2016. 2016 remuneration reflect the full-year single total remuneration figure.

Single total remuneration figure (£’000)

2,867

6,267

5,570

4,870

8,414

8,155

8,905

2,432

6,293

Annual bonus award (actual award as a % of eight-year highest bonus)1

30%

73%

65%

56%

81%

87%

100%

25%

70%

LTIP (vesting as a % of maximum opportunity)2

n/a

n/a

n/a

n/a

100%

50%

50%

50%

50%

Ratio of single total remuneration figure shown to employees as a whole

to employee mean

23 x

38 x

33 x

31 x

45 x

44 x

47 x

13 x

33 x

to employee median

44 x

85 x

67 x

60 x

99 x

92 x

93x

23 x

60 x

Ratio of single total remuneration figure shown to GMC members

to GMC mean

2.0 x

2.7 x

2.4 x

2.9 x

3.4 x

2.9 x

3.3 x

1.2 x

3.1 x

to GMC median

2.4 x

2.9 x

2.6 x

2.9 x

3.6 x

3.0 x

3.4 x

1.2 x

3.2 x

Variable pay – annual bonus award (audited)

The table below sets out details of how the annual bonus award for each executive Director in respect of performance during 2016 was delivered. ECP awards normally require the participant to remain in employment with the Group until the third anniversary of grant in order to vest in full. These values are reflected in the single total remuneration figure for each executive Director.

 

 

ECP award

 

 

2016 (£’000)

Cash bonus award

Fund award

Share award

Total ECP award1

Total annual bonus award

Percentage of total remuneration

1

The total ECP award was reduced by 25% of the face value at grant of any LTIP award granted in 2016 (see ECP and LTIP awards granted during 2016).

Peter Harrison

2,800

1,350

1,350

2,700

5,500

87%

Richard Keers

1,262

594

594

1,188

2,450

85%

Philip Mallinckrodt

912

419

419

838

1,750

76%

Michael Dobson

2,000

2,000

82%

Massimo Tosato

1,300

1,300

66%

Basis for determining annual bonus awards (audited)

In determining the annual bonus award for the executive Directors, the Committee made an assessment of the overall performance of the business using the key performance indicators that are aligned to delivering the Group’s strategy, as outlined in chapter Key performance indicators. An assessment of each individual’s performance was also made, including business performance within each individual’s responsibilities, and the extent to which they have delivered against annual objectives.

Financial factors such as profitability, cost control and investment performance represent the significant majority of measures the Committee considers to ensure that remuneration outcomes are aligned to the value created for shareholders. Both short-term and long-term performance is taken into account. Non-financial factors such as risk management, conduct, employee engagement or achievement of key strategic goals in any year are also considered, although normally have less prominence in determining the annual bonus award.

Based on its assessment of performance, the Committee applied its judgement to determine annual bonus awards, taking into account the recommendation of the Group Chief Executive in respect of other executive Directors. At the Group level, the executive Directors have successfully delivered against all metrics, although the Committee recognised that while net new business was ahead of budget in absolute terms the mix of new business wins was different to that budgeted.

Group-wide metrics for determining executive Director annual bonus awards:

Criteria

 

Target

 

Performance in 2016

 

Extent to which target has been met

Trend in profit for the year and appropriate cost control

 

Total cost ratio 65%

Total compensation ratio 45% to 49% depending on market conditions

 

64% (2015: 63%)

44% (2015: 44%)

 

The Group has again delivered record financial performance in 2016 with good management control of its cost base.

 

Criteria met (icon)

Investment performance

 

60% outperformance over 3 years

 

74% (2015: 72%)

 

Investment performance remains strong over one, three and five years.

 

Criteria met (icon)

Net new business

 

Achieve budgeted new business flows

 

£1.1bn (2015: £13.0bn)

 

Net new business was ahead of budget, though market volatility led to greater outflows in Intermediary than forecast and Wealth Management continued to see net outflows versus budgeted inflows.

 

Partially met (icon)

Talent retention and succession planning

 

Retention of key talent >90%

Identify and implement succession plans for key employees

 

95% retention (2015: 94%)

 

Succession plans for key employees are in place and were successfully utilised during the year, particularly in Investment, including the leadership of our Multi-asset business.

 

Criteria met (icon)

Diversity and inclusion

 

30% female representation within senior management by the end of 2019

 

29% (2015: 25%)

 

Substantial progress has been made towards this target, including greater female representation on the GMC.

 

Criteria met (icon)

Risk management and good conduct

 

Key issues considered by Audit and Risk Committee

Employee Opinion Survey (EOS) results indicating the Company’s values are embedded within the Group

 

No significant issues identified during the year

Results confirm Schroders behaves in a responsible way towards clients, employees and society at large. See Our people

 

See the Audit and Risk Committee Report and information on conduct, compliance and risk management in remuneration.

Results are in line with or better than the 2015 EOS. 94% of employees are proud to be associated with Schroders (2015: 93%) and 93% believe Schroders behaves in a responsible way to its clients (2015: 93%).

 

Criteria met (icon)

Share price performance

 

Total shareholder value in excess of that of the FTSE-100 Index

 

4%, 26% and 160% return on ordinary shares over one, three and five years versus FTSE-100 returns of 19%, 18% and 54% respectively

 

Schroders continues to deliver significant value to shareholders over the long-term, although over one year returns lagged the FTSE-100 somewhat.

 

Criteria met (icon)

Investment in future growth opportunities

 

Delivery against strategic priorities

 

Good progress has been made across the Group. Notably, diversifying our investment offering including the acquisition of a securitised credit business, repositioning of our US business with the Hartford partnership and important strategic relationship from the stake taken in Benchmark Capital (see Group Chief Executive’s statement).

 

Criteria met (icon)

In addition to the Group-wide metrics, the performance factors outlined below, which have not been audited, were considered in determining individual Directors’ remuneration.

Individual performance criteria for determining executive Director annual bonus awards:

Executive Director

 

Criteria

 

Performance in 2016 and extent to which the Committee judged performance criteria had been met

Criteria met (icon) Criteria met Partially met (icon) Partially met Not met (icon) Not met

Peter Harrison

 

Overall performance of the Group

 

Group performance is outlined in Group-wide metrics for determining executive Director annual bonus awards. See Remuneration report for more information on the assessment of Peter Harrison’s performance in 2016.

 

Criteria met (icon)

 

Establish and agree clear strategic priorities with the Board

 

Strategic priorities were agreed with the Board, see Group Chief Executive’s statement. The opportunities to acquire the wealth management business of C. Hoare & Co. and a significant stake in Benchmark Capital were identified and approved. These transactions completed on 15 December 2016 and 17 February 2017 respectively. A Global Head of Strategy was appointed to develop and implement long-term goals and respond to the changing competitive landscape.

 

Criteria met (icon)

 

Review and strengthen product strategy

 

A new Product division was established to focus on franchises and product development, see Asset Management – Product. A range of new strategies have been launched including credit value, credit absolute return, fiduciary and a low-risk Multi-asset offering.

 

Criteria met (icon)

 

Build momentum in the North American business

 

The US business generated positive flows in both Intermediary and Institutional. The Hartford strategic partnership repositions intermediary distribution. The securitised credit team acquisition broadens our US product offering.

 

Criteria met (icon)

 

Successfully transition the leadership in the Distribution division

 

Overall leadership of Distribution was successfully transitioned to John Troiano. The next level of leadership within the division has also been refreshed using an appropriate balance of internal and external talent.

 

Criteria met (icon)

Richard Keers

 

Accurate, appropriate, clear timely reporting

 

Positive feedback received from the Audit and Risk Committee, external auditors, analysts, shareholders and other industry bodies.

 

Criteria met (icon)

 

Co-ordination of our global operating platform

 

A new Global Operating Committee was established, chaired by Richard Keers, responsible for implementing the strategy for our operating platform. Good progress is being made on the transition to a new investment technology platform, which will be completed next year.

 

Criteria met (icon)

 

Enhance investment capital risk and liquidity reporting

 

The ILAAP received Board approval and positive PRA feedback. Investment risk appetites for investment capital were approved by the Board and significant capital management and reporting improvements were delivered.

 

Criteria met (icon)

 

Oversee a strong risk and control function

 

See the Audit and Risk Committee report – no significant issues were reported in the year. Particular improvements delivered to internal risk-assessment processes and the ICAAP.

 

Criteria met (icon)

 

Lead the delivery of the new London office

 

This significant project is on budget and on-track for employees to move in the first half of 2018.

 

Criteria met (icon)

Philip Mallinckrodt

 

Ensure the smooth transition of the Global Head of Wealth Management role

 

The transition to Andrew Ross was achieved successfully in May. A new Chief Investment Officer for the division was recruited. Other succession planning was undertaken.

 

Criteria met (icon)

 

Performance of the Group’s Wealth Management division

 

Wealth Management profit before tax and exceptional items increased by 8%, in line with budget.

 

Criteria met (icon)

 

Develop our Private Assets activities, including Real Estate

 

Real Estate revenues increased by 7%, though net new business was flat. Strategy formulation in other areas is underway.

 

Partially met (icon)

 

Lead the Group’s overall CR approach

 

A Head of CR was appointed to drive delivery of CR activities. Active support given to the firm’s work on Diversity and Inclusion.

 

Criteria met (icon)

Michael Dobson

 

Overall performance of the Group

 

Strong Group performance in the first quarter of the year, during his tenure as Chief Executive, as outlined in Group-wide metrics for determining executive Director annual bonus awards.

 

Criteria met (icon)

 

Ensure the smooth transition of the Chief Executive role

 

The transition to Peter Harrison was achieved successfully.

 

Criteria met (icon)

Massimo Tosato

 

Ensure the smooth transition of the Global Head of Distribution role

 

The transition to John Troiano was achieved successfully and key client relationships maintained and built upon.

 

Criteria met (icon)

The metrics and targets outlined above and on the previous page represent the most material criteria by which the Company’s performance and the performance of the executive Directors were assessed. In addition, all of the key performance indicators set out in the Strategic report were considered, as these are used to measure our performance over the long term. The Committee members and the Board as a whole also review performance across a broad range of other metrics as part of the normal course of business throughout the year and during the year-end process. Performance against many of these metrics is disclosed in the half year and full year results announcements and in the Annual Report and Accounts.

Variable pay – determining vesting of prior LTIP awards (audited)

The LTIP awards granted on 27 March 2013, covering the 2013 to 2016 performance period, are expected to vest on 2 March 2017. The criteria for determining the extent of vesting are set out below. The composite index against which earnings per share performance was measured for these awards was set at the time that they were granted, as 60% equities, measured by the Morgan Stanley Capital International (MSCI) All Country Index, and 40% fixed income, measured by the Barclays Capital Global Aggregate Index.

Despite the strong performance of Schroders since awards were granted, only 50% of awards are expected to vest as the very demanding EPS target will not be met.

Performance measure

Maximum % of award

 

Performance achieved

Vesting % of award

EPS

50

 

 

0

If the growth of adjusted EPS in the fourth year compared to the year prior to grant exceeds a defined composite index by:

 

 

The four year growth in the MSCI All Countries Index was 81.1% and the Barclays Capital Global Aggregate Index was 27.4%. Weighting them 60% and 40% respectively, growth of the composite index was 59.6%. Four year growth in adjusted EPS was 75.6%, which exceeds the composite index by 16.0% but is insufficient to trigger any vesting.

 

– less than 20%
– equal to 20%
– between 20-40%
– 40% or greater

no vesting
12.5% vests
straight-line basis
50% vests

 

 

 

NNB

50

 

The four year cumulative NNB from 2013 to 2016 was £46.8 billion, which is sufficient to trigger full vesting of this part of the LTIP award.

50

– less than £15 billion
– equal to £15 billion
– between £15-25 billion
– £25 billion or greater

no vesting
12.5% vests
straight-line basis
50% vests

 

 

 

Total vesting in relation to 2013-2016 performance

 

 

50

The Audit and Risk Committee independently reviewed key judgements made by management in respect of material provisions and contingent liabilities, to ensure these are reasonable, and this is reflected in these LTIP calculations.

Value at vesting of prior LTIP awards (audited)

The following table shows, for each Director, the estimated value vesting from LTIP awards granted on 27 March 2013, based on the average closing mid-market share price over the three months ended 31 December 2016 and the expected vesting percentage shown above. The total value that is expected to vest is reflected in the single total remuneration figure for each Director.

Individual

Date of grant

Grant date face value of LTIP award £’000

Expected date of vesting

Estimated total value of LTIP award shares £’000

Proportion expected to vest in relation to 2013-2016 performance

Number of shares expected to vest

Estimated value vesting £’000

Peter Harrison

27 March 2013

400

2 March 2017

536

50%

9,389

268

Philip Mallinckrodt

27 March 2013

200

2 March 2017

245

50%

5,793

122

Michael Dobson

27 March 2013

500

2 March 2017

544

50%

9,536

272

Massimo Tosato

27 March 2013

200

2 March 2017

268

50%

4,694

134

Fixed pay – retirement benefits (audited)

The following table gives details of retirement benefits provided to executive Directors for the year ended 31 December 2016. The figures in the employer contribution columns represent contributions paid into DC pension arrangements during the year and exclude any contributions made by the Directors. There has been no DB accrual since 30 April 2011. Accrued DB pensions are subject to actuarial reduction on early retirement so there is no enhanced benefit entitlement in these circumstances.

£’000

2016 Employer contributions

2016 cash in lieu of pension1

2016 retirement benefits total

2015 Employer contributions

2015 cash in lieu of pension1

2015 retirement benefits total

Accrued DB pension at 31 December 2016

Normal retirement age2

1

Philip Mallinckrodt, Michael Dobson and Massimo Tosato received cash in lieu of pension and Richard Keers and Peter Harrison received a combination of employer contributions to the Group’s DC pension arrangement and cash in lieu of pension contributions.

2

Normal retirement age is the earliest age at which a Director can elect to draw their pension under the rules of the Schroders Retirement Benefits Scheme without the need to seek the consent of the Company or the pension scheme trustee.

3

Michael Dobson began to draw his pension from the Scheme with effect from 13 May 2012. He has no further prospective pension benefits from the Group.

Peter Harrison

20

25

45

40

5

45

60

Richard Keers

10

35

45

40

5

45

60

Philip Mallinckrodt

40

40

40

40

77

60

Michael Dobson3

12

12

46

46

4

60

Massimo Tosato

45

45

45

45

60

Fees from external appointments

The executive Directors are permitted to retain for their own benefit fees they receive from any external non-executive directorships, provided the directorships do not relate to any interest held by the Group. These fees do not relate to the Group and so are not included in the single total remuneration figures above. Richard Keers served as a non-executive member of the Franchise Board of Lloyd’s from June 2016, for which he received fees of £43,000, including in respect of his membership and chairmanship of the Franchise Board’s audit committee during the year.

Non-executive Directors’ remuneration (audited)

The total remuneration of each of the non-executive Directors for the years ended 31 December 2016 and 31 December 2015 is set out below.

 

2016

2015

£’000

Basic fee

Committee chairman

Committee member

SID1

Taxable benefits

Total

Basic fee

Committee chairman

Committee member

SID1

Taxable benefits

Total

1

Senior Independent Director.

2

The remuneration reported for Michael Dobson was paid in respect of the period of 2016 that he was Chairman. His remuneration for the period of 2016 that he was Chief Executive is reported in Single total remuneration figure for each executive Director.

3

Rhian Davies was appointed to the Board in July 2015 and as Chairman of the Audit and Risk Committee in May 2016.

4

Andrew Beeson retired from the Board on 4 April 2016.

5

Ashley Almanza stepped down from the Board on 28 April 2016.

Michael Dobson2

465

8

473

Robin Buchanan

70

40

110

70

40

110

Rhian Davies3

70

17

20

107

33

9

42

Lord Howard

70

20

40

10

140

70

20

40

7

137

Nichola Pease

70

40

110

70

40

110

Bruno Schroder

98

2

100

98

2

100

Former Directors
Andrew Beeson4

89

89

350

350

Ashley Almanza5

23

8

7

38

70

25

20

1

116

Non-executive Directors’ annual fees currently are as shown in the table below.

Ian King and Rakhi Goss-Custard were appointed to the Board with effect from 1 January 2017 and on appointment their fees were set at the same level as for other non-executive Directors.

The benefits for Michael Dobson are private healthcare and medical benefits for him and his family and occasional private use of a driver and for Bruno Schroder are private healthcare and medical benefits.

 

£

1

Bruno Schroder also receives an additional annual fee of £28,000 for services to the Group.

2

In addition to the Committee membership fee.

Chairman

625,000

Board member1

70,000

Senior Independent Director

10,000

Audit and Risk Committee Chairman2

25,000

Audit and Risk Committee member

20,000

Nominations Committee Chairman

nil

Nominations Committee member

nil

Remuneration Committee Chairman2

20,000

Remuneration Committee member

20,000

Payments to former Directors

No payments were made to former Directors during 2016.

Board changes in 2016 and treatment of deferred remuneration awards (audited)

On 4 April 2016, Michael Dobson ceased to be an executive Director and became non-executive Chairman. On 31 December 2016, Massimo Tosato retired from the Board and left the Group. As disclosed in the 2015 Annual Report and Accounts, the Committee considered Michael Dobson’s continued role as Chairman and his more than 14 years of service to Schroders at that time, and Massimo Tosato’s 20 years of service, together with their respective contribution to the Group and the significant value both have created for shareholders. In light of this, the Committee exercised its discretion under the plan rules of the ECP and LTIP to allow both Michael Dobson and Massimo Tosato to retain their unvested awards, outlined below, when their executive roles came to an end.

As a result, they retain their unvested ECP fund and share awards, which will continue to vest on the normal timescales in accordance with the ECP rules. For the purpose of the exercise period for ECP awards, the Committee exercised its discretion to treat Michael Dobson as though he remains in employment. Massimo Tosato’s awards will be exercisable within 12 months following the end of the vesting period and he is subject to post-employment restrictions in respect of hiring key employees of Schroders. In accordance with the rules of the LTIP, their LTIP awards have been reduced pro-rata for the proportion of the performance period that each of them remained an employee of the Group (see below) and vesting remains subject to the satisfaction of the associated performance conditions.

ECP and LTIP awards granted during 2016 (audited)

The following awards under the ECP were granted to Directors on 7 March 2016 in respect of deferred bonuses for performance during 2015. No further performance conditions need to be met for awards to vest but ECP awards normally require the participant to remain in employment with the Group until the third anniversary of grant in order to vest in full. ECP fund awards are conditional rights to receive a cash sum based on the value of a notional investment in a range of Schroders funds. ECP share awards were granted as nil-cost options. These awards were included in the single total remuneration figures disclosed last year and form part of the prior year value shown in this year’s single total remuneration figure table above. They are also shown in the tables of directors’ rights under fund and share awards below.

 

 

Face value at grant (£’000)

 

 

 

Individual

Basis of award granted

Fund awards

Share awards

Total ECP award

Share price at grant

Number of shares

Performance conditions

Peter Harrison

Deferral of bonus awarded in respect of performance in 2015.

975

975

1,950

£26.24

37,157

Awarded in respect of performance in 2015. No further performance conditions apply.

Richard Keers

575

575

1,150

£26.24

21,913

Philip Mallinckrodt

456

456

912

£20.35

22,422

Michael Dobson

1,925

1,925

3,850

£26.24

73,361

Massimo Tosato

1,050

1,050

2,100

£26.24

40,015

The following awards under the LTIP were granted to Directors on 7 March 2016 as nil-cost options. These awards do not appear in the single total remuneration figure above as they are subject to performance conditions and will not vest until 2020. They are shown in the table of directors’ rights under share awards below.

Individual

Basis of award granted as % of salary

Vesting maximum as % of face value

% of face value that would vest at threshold1

Face value at grant (£’000)

Share price at grant

Number of shares

End of performance period

1

Performance under both the EPS and NNB performance measures at the threshold level to achieve non-zero vesting.

2

The figure shown as the basis of award granted for Peter Harrison reflects his salary following his appointment as Group Chief Executive.

Peter Harrison2

80

100

25

400

£26.24

15,243

31 December 2019

Richard Keers

80

100

25

300

£26.24

11,432

31 December 2019

Philip Mallinckrodt

80

100

25

300

£20.35

14,742

31 December 2019

All ECP share awards and LTIP awards were granted over ordinary shares, except for the awards granted to Philip Mallinckrodt, which were granted over non-voting ordinary shares. The share price used to determine the number of shares under each ECP share award and LTIP award is the mid-market closing share price on the last trading day prior to the date of grant and this is the price used to calculate the face value shown. The vesting of the LTIP awards is subject to the performance conditions set out blow. The composite index for these awards is the same as will apply for awards to be granted in 2017, see below.

Personal shareholding policy (audited)

To align the interests of senior employees with those of shareholders, the executive Directors and the other members of the GMC are required, over time, to acquire and retain a holding of Schroders shares or rights to shares equivalent to 300% of base salary. Each executive Director and GMC member undertakes not to sell any Schroders shares until their share ownership target has been reached.

For these purposes, rights to shares include the estimated after-tax value of unvested ECP or EIP share awards (shown as ‘unvested no performance conditions’ below) and ECP share awards due to be granted in respect of performance in 2016 (see above) but do not include any unvested rights to shares from LTIP awards as these are subject to performance conditions. Subject to shareholder approval at the 2017 AGM, the Remuneration Committee intends to increase the shareholding requirement for the Group Chief Executive to 500%.

Each executive Director had achieved the current target of 300% of salary as at 28 February 2017, based upon the mid-market closing share price on that date. The chart opposite compares the value of each executive Director’s shareholdings for these purposes as at 28 February 2017 with the shareholding required under the personal shareholding policy, as a percentage of salary, except for Massimo Tosato where the shareholding is as at 31 December 2016, the date he left the Group.

Compare of the value of each executive Director’s shareholding (bar chart)

1 Philip Mallinckrodt’s shareholding above is his holding derived from employment. It does not include his other share interests (see below).

Directors’ rights under fund and share awards and Directors’ share interests

This section outlines Directors’ rights at 31 December 2016 from fund and share awards granted under the Group’s deferred remuneration plans. It goes on to set out the total interests in shares of the Directors and their connected persons at 31 December 2016.

Directors’ rights under fund awards (audited)

Directors had the following rights under fund awards, based on the award values at grant:

 

 

Unvested ECP awards £’000

Vested ECP awards £’000

Total £’000

Peter Harrison

At 31 December 2015

1,675

1,675

Granted

975

975

At 31 December 2016

2,650

2,650

Richard Keers

At 31 December 2015

844

844

Granted

575

575

At 31 December 2016

1,419

1,419

Philip Mallinckrodt

At 31 December 2015

988

456

1,444

Granted

456

456

Vested

(138)

138

Exercised

(213)

(213)

At 31 December 2016

1,306

381

1,687

Michael Dobson

At 31 December 2015

4,263

4,263

Granted

1,925

1,925

Vested

(1,044)

1,044

Exercised

(1,044)

(1,044)

At 31 December 2016

5,144

5,144

Massimo Tosato

At 31 December 2015

2,481

2,481

Granted

1,050

1,050

Vested

(650)

650

Exercised

(650)

(650)

At 31 December 2016

2,881

2,881

Directors’ rights under share awards (audited)

Directors had the following rights to shares under the Group’s deferred remuneration plans, in the form of nil-cost options.

 

 

Unvested LTIP awards1

Unvested ECP or EIP awards2

Vested ECP, EIP or LTIP awards

Total

1

These awards will only vest to the extent that the relevant performance conditions are met. Includes LTIP awards granted on 27 March 2013, which were unvested as at 31 December 2016 but are expected to partially vest on 2 March 2017 (see Value at vesting of prior LTIP awards) and any balance will lapse.

2

No performance conditions apply for these awards. Although executive Directors are not eligible to receive EIP awards, Peter Harrison received an EIP award in December 2013, prior to his appointment as an executive Director in May 2014.

3

Of the awards exercised by Massimo Tosato, awards over 17,186 shares were settled in cash. None of his remaining vested or unvested awards will be settled in cash.

Peter Harrison
(Ordinary shares)

At 31 December 2015

44,167

83,824

127,991

Granted

15,243

37,157

52,400

Dividend-equivalent accrual

4,172

4,172

At 31 December 2016

59,410

125,153

184,563

Richard Keers
(Ordinary shares)

At 31 December 2015

31,281

52,089

83,370

Granted

11,432

21,913

33,345

Dividend-equivalent accrual

2,329

222

2,551

Vested

(20,914)

20,914

At 31 December 2016

42,713

55,417

21,136

119,266

Philip Mallinckrodt
(Non-voting ordinary shares)

At 31 December 2015

68,507

55,048

232,924

356,479

Granted

14,742

22,422

37,164

Dividend-equivalent accrual

2,946

9,139

12,085

Vested

(8,006)

(12,033)

20,039

Lapsed where LTIP conditions were not met

(8,006)

(8,006)

Exercised

(50,021)

(50,021)

At 31 December 2016

67,237

68,383

212,081

347,701

Michael Dobson
(Ordinary shares)

At 31 December 2015

110,652

173,175

108,916

392,743

Granted

73,361

73,361

Dividend-equivalent accrual

6,583

5,671

12,254

Vested

(16,025)

(55,582)

71,607

Lapsed where LTIP conditions were not met

(16,026)

(16,026)

Exercised

(16,025)

(16,025)

Lapsed due to LTIP pro-rating on end of employment

(34,868)

(34,868)

At 31 December 2016

43,733

197,537

170,169

411,439

Massimo Tosato3
(Ordinary shares)

At 31 December 2015

53,490

103,216

114,330

271,036

Granted

40,015

40,015

Dividend-equivalent accrual

3,711

4,364

8,075

Vested

(6,410)

(35,572)

41,982

Lapsed where LTIP conditions were not met

(6,410)

(6,410)

Exercised

(160,676)

(160,676)

Lapsed due to LTIP pro-rating on end of employment

(10,994)

(10,994)

At 31 December 2016

29,676

111,370

141,046

During the year, the aggregate gain on nil-cost options for Philip Mallinckrodt was £1,057,000, for Michael Dobson was £424,000 and for Massimo Tosato was £4,509,000. These related to awards settled in shares or cash.

Directors’ share interests (audited)

The Directors and their connected persons had the following interests in shares in the Company at 31 December 2016:

 

Number of shares at 31 December 2016

 

Ordinary shares

Ordinary shares

1

The interests of Philip Mallinckrodt and Bruno Schroder set out above include their beneficial interests (and those of their connected persons) in their respective capacities as members of a class of potential discretionary beneficiaries under certain settlements made by members of the Schroder family.

Executive Directors

 

 

Peter Harrison

360

Richard Keers

351

Philip Mallinckrodt

79,461,706

6,030,782

Non-executive Directors

 

 

Michael Dobson

432,525

187,821

Robin Buchanan

9,839

Rhian Davies

1,000

Lord Howard

5,000

Nichola Pease

951

Bruno Schroder1

13,881,416

1,482,417

Former Directors

 

 

Ashley Almanza

Andrew Beeson

15,000

Massimo Tosato

2,983

Between 31 December 2016 and 28 February 2017, the only movements in the Directors’ share interests were the acquisition under the SIP of 16 ordinary shares by Peter Harrison, 17 ordinary shares by Richard Keers and eight ordinary shares by Massimo Tosato.

Conduct, compliance and risk management in remuneration

During 2015, work was done to revalidate Schroders’ core values of excellence, innovation, teamwork, passion and integrity, and expand on these to articulate expected employee behaviours more clearly.

To drive positive change and reinforce those messages, in 2016 a global employee recognition scheme was launched, which provides an opportunity to recognise employees who champion the Schroders values. Further information is in chapter Corporate Responsibility.

Performance management and remuneration are important tools to reinforce expected standards of behaviour. During the annual performance appraisal, employees and line managers assess each individual’s behaviours, to identify those whose behaviour exemplifies our values as well as any employees whose behaviour falls short of the standards that we expect.

In 2016, we have implemented a process where issues are independently identified by the Group’s control functions and fed into the compensation review process, providing a further opportunity to ensure that attitudes to risk and compliance and behaviours in line with our values are reflected in the determination or allocation of the bonus pool and in individual employee performance ratings and remuneration outcomes.

To ensure the Committee is adequately informed of risks facing the Group and the management of those risks, the Chairman of the Committee serves on the Audit and Risk Committee. The Committee also receives reports from the heads of Risk, Legal and Compliance as part of its consideration of remuneration proposals (see above).

The Committee also reviewed the Group’s regulatory disclosures in the context of the FCA’s and PRA’s requirements. The remuneration disclosures required under CRD are incorporated into the Group’s Pillar 3 disclosures and are available at www.schroders.com/ir. Other regulatory remuneration disclosures can be found at www.schroders.com/remuneration-disclosures.

Implementation of remuneration policy for 2017

The proposed Directors’ remuneration policy is subject to a binding shareholder vote at the 2017 AGM. If approved, the policy will apply for performance-years 2017, 2018 and 2019, unless the Group seeks shareholder approval for changes to the policy in the meantime. If shareholders do not vote to approve the proposed new policy then the current policy will continue to apply.

2017 Board changes

The Company has announced changes to Philip Mallinckrodt’s role, as outlined in the Chairman’s statement. Philip relinquished his executive responsibilities on 1 March 2017 after more than 20 years with the Group.

He has waived his contractual notice period and will not be eligible for a bonus in respect of his contribution during the period of 2017 that he was Group Head of Private Assets and Wealth Management. His annual bonus award of £1.75 million in respect of his contribution during 2016 is subject to standard deferral as shown above and includes malus and clawback terms.

The Committee considered Philip’s long service, his contribution to the Company and the significant value created for shareholders. In light of this, the Committee has exercised its discretion under the rules of the ECP and LTIP to allow him to retain his unvested awards when his executive role with the Company came to an end. These awards remain subject to malus and clawback terms. Once vested, each award will be exercisable within a 12-month period following vesting. His unvested ECP awards result from the deferral of bonuses relating to 2016 and prior years. The vesting of LTIP awards remains subject to the satisfaction of the associated performance conditions and will be time-apportioned for the proportion of the performance period that he remained an employee of the Group.

As a member of the principal shareholder group, he continues on the Board of the Company as a non-executive Director. In this role he has a letter of appointment with a mutual notice period of six months. His fees were set at the same level as for the other non-executive Directors. He will not be eligible for annual bonus awards. The private medical insurance and life assurance benefits that he received as an executive Director will continue until 30 June 2017.

Basis for determining executive Directors’ annual bonus awards in respect of performance in 2017

Executive Directors’ annual bonus awards in respect of performance in 2017 will be based on broadly the same performance metrics as were considered for 2016. The process to determine awards will be unchanged. Targets and performance against those targets will be disclosed retrospectively in the 2017 Annual report on remuneration.

LTIP awards to be granted in 2017

In accordance with the current Directors’ remuneration policy, the Committee intends to grant LTIP awards over shares with the following values to the executive Directors in March 2017:

Director

LTIP face value at grant

Peter Harrison

£600,000

Richard Keers

£400,000

Philip Mallinckrodt will not receive a LTIP award in 2017.

The vesting of these awards will be based on EPS and NNB performance conditions and targets as outlined in chapter Directors’ remuneration policy. The Committee has reviewed the make up of Schroders AUM at 31 December 2016 to determine the indices and weightings that will make up the composite index against which EPS performance will be measured, as a proxy for the market movement of Schroders AUM. For awards to be granted in March 2017, the following weighted basket of indices will be used:

Index

Weighting %

Morgan Stanley Capital International All Countries Asia Pacific

15

Morgan Stanley Capital International Emerging Markets

7.5

Morgan Stanley Capital International All Countries World

15

Morgan Stanley Capital International Europe

5

FTSE All Share

7.5

Barclays Capital Global Aggregate

50

By Order of the Board.

Lord Howard of Penrith
Chairman of the Remuneration Committee
1 March 2017