The annual fees for Non-Executive Directors who served in the period from 1 January 2024 to 31 December 2024 were reviewed in November 2024. Directors are remunerated in the form of fixed fees payable to the Director, typically in US dollars as the currency of the Company’s Bermuda residence. An additional fee is paid to the Chair of the Board and to the Audit Committee Chair (in recognition of extra workload and responsibility, in line with market practices).
The total amount of remuneration paid by the Company to its Directors in respect of the year ended 31 December 2024 was £414,000 (2023: £528,000), the year-on-year decrease is due to the retirement of Stewart Porter in November 2023, who was replaced by the appointment of Steve Pearce to the Board in November 2024. There are no long-term incentive schemes provided by the Company and no performance fees are paid to Directors.
Peter Dubens and his alternate, David Till, are each Directors of the Oakley Capital Group and serve without receiving a fee.
No Director has a service contract with the Company and each Director is appointed by a letter of appointment setting out the terms of their appointment.
Directors’ interests in shares of the Company
While there is no legislative requirement for Directors to own shares in the Company, having a minimum long-term shareholding requirement is seen as best practice among listed companies. Each Director is required to buy and hold sufficient stock in the Company to represent a minimum of one year’s remuneration, based on the current year’s fees. Any newly appointed Director is required to purchase stock to that level within three years from the date of their appointment. All Directors are in compliance with the policy and the table below shows the number of shares each Director holds in the Company, as at 11 March 2025.
Director | 11 March 2025 | 13 March 2024 | |
|---|---|---|---|
| Caroline Foulger | 204,380 | 164,380 | |
| Peter Dubens | 20,166,360 | 19,616,360 | |
| Richard Lightowler | 192,200 | 167,200 | |
| Fiona Beck | 60,000 | 50,000 | |
| Steve Pearce (N/A as appointed in November 2024) | 18,757 | N/A |
Save as disclosed above, none of the Director’s nor any member of their respective immediate families has been identified as having an interest, whether beneficial or non-beneficial, in the share capital of the Company.