Directors' Remuneration Report
Introduction
This report has been prepared in accordance with Schedule 7A to the Companies Act 1985. The report also meets the relevant requirements of the Listing Rules of the Financial Services Authority. As required by the Act, a resolution to approve the Report will be proposed at the Annual General Meeting.
The Act requires the auditors to report to the Company's members on certain parts of this report and to state whether in their opinion those parts of the report have been properly prepared in accordance with the Companies Act 1985. This report has therefore been divided into separate sections for audited and unaudited information.
Unaudited Information
Remuneration Committee
The membership of the Remuneration Committee during 2007 was as follows:
| Period of membership 2007 | |
|---|---|
| P Kirby (Chairman of Committee) | 1 Jan - 31 Dec |
| S Watson | 1 Jan - 31 Dec |
| D Mapp | 1 Jan - 31 Dec |
| R Hooper | 1 Jan - 15 May |
None of the members who served on the Committee during the year had any personal financial interest (other than as a shareholder of the Company), conflicts of interests arising from cross-directorships or day-to-day involvement in running the business. The Committee makes recommendations to the Board.
In determining the Directors' remuneration the Committee consulted the Chairman, about its proposals although no Director played a part in any discussion about his or her own remuneration. The Committee also engaged independent advisers New Bridge Street Consultants LLP (NBS) to provide advice on the structure and operation of Directors' remuneration packages and the Company's share incentive arrangements. NBS do not provide any other services to the Group.
Remuneration Policy
The remuneration of the Executive Directors is prudently designed to provide for a competitive compensation package which reflects the Group's performance against financial objectives and personal performance criteria. It rewards above-average performance and is designed to attract, motivate and retain high-calibre executives. The performance measurement of the Executive Directors and the determination of their annual remuneration packages are undertaken by the Committee.
There are five elements of the remuneration package for Executive Directors as follows:
- basic annual salary;
- benefits;
- annual bonus;
- share incentives; and
- retirement and life assurance benefits.
The Company's policy is that a substantial proportion of the remuneration of the Executive Directors should be performance-related. As described further below, Executive Directors may earn annual bonus payments of up to 100% of their basic salaries, together with the benefits of participation in performance-based share incentive schemes.
The Remuneration Committee is able to consider corporate performance on environmental, social and governance issues when setting the remuneration of the Executive Directors. In its judgment its remuneration policies do not raise environmental, social or governance risks by inadvertently motivating irresponsible behaviour.
Executive Directors are entitled to accept appointments outside of the Company provided that the Chairman determines that it is appropriate. During 2006 Mr Rigby served as Non-Executive Chairman of Electric Word plc, for which he received and retained fees of £12,000. Mr Gilbertson served as Non-Executive Chairman of John Brown Holdings Limited, for which he received and retained fees of £30,000. Mr Foye served as a Non-Executive Director of YouGov plc, for which he received and retained fees of £16,500.
Basic Salary
The basic salaries of the Executive Directors are reviewed by the Remuneration Committee prior to the beginning of each year and upon a change of position or responsibility. In deciding appropriate levels, the Committee considers pay practices in the Group as a whole and makes reference to objective research which gives current information on appropriate comparator groups of companies.
A review at the end of 2007 was undertaken with the assistance of independent remuneration consultants NBS. It included a comparison of benchmark data from three comparator groups of companies - one drawn from the FTSE All Share Media Index, of which the Company is a constituent member), a second drawn from the FTSE All Share Index which comprised companies of a broadly similar size to Informa in terms of market capitalisation, turnover and overseas operations and a third comprising the members of the "old" FTSE 350 Media & Entertainment Sector (this group no longer exists following a reclassification by FTSE but is retained as a helpful third category competitor purposes). Following its review, the Committee concluded that it was appropriate to increase the annual basic salaries of the Chairman and Chief Executive with effect from 1 January 2008 to the following levels, which reflect the scale of the Group's business, their attendant responsibilities and their continued outstanding performance:
| £'000 | |
|---|---|
| P Rigby, Chairman | 630 |
| D Gilbertson, Chief Executive | 620 |
In addition, the salary of Mr Walker, the new Finance Director, was fixed at £425,000 p.a. for 2008.
Benefits
Each of the Executive Directors receives a benefit allowance of £25,000 per annum together with private medical insurance cover and permanent health insurance cover.
Annual Bonus
Each of the Executive Directors has the opportunity to earn a bonus of up to 100% of basic salary, subject to the achievement of challenging performance criteria set by the Committee.
In respect of the year ended 31 December 2007, as in the previous year, a bonus of up to 80% of basic salary could be earned based on achievement of a sliding scale of challenging diluted adjusted earnings per share (EPS) targets and up to 20% based on achievement of personal objectives, covering strategic, financial and operational areas. The Remuneration Committee determined that the EPS-related targets had been achieved in full and accordingly a bonus of 80% of basic salary was awarded to each of the Executive Directors. In relation to the achievement of personal objectives, awards of 20% were made to Messrs Rigby and Foye and an award of 10% was paid to Mr Gilbertson (in each case of their respective basic salaries).
The Remuneration Committee continues to consider adjusted diluted EPS to be the most suitable financial measurement to determine performance and align the interests of the Executive Directors with those of the Company's shareholders as this measurement of performance can be directly influenced by the performance of the Executive Directors. The Committee has determined for 2008 not to base any element of bonus on the achievement of personal objectives and instead has resolved that a bonus of up to 100% of basic salary be awarded. The amount of the bonus will be dependent upon achievement of a sliding scale of diluted adjusted EPS for the year ending 31 December 2008 the targets of which are set at levels to encourage and reward the delivery of exceptional levels of performance.
Share Matching Plan
In 2004 and 2005 the Company operated a Share Matching Plan in which the Executive Directors could participate. Following approval at the 2004 Annual General Meeting, the Share Matching Plan was amended to introduce a requirement for the Executive Directors to invest at least 50% of their annual bonuses (net of tax and any other deductions), where such bonus exceeded half of annual basic salary, in the Company's shares. Corresponding awards of free matching shares were then made under the Share Matching Plan. In addition, the requirement was introduced for performance criteria to be achieved in order for the free matching shares to vest. Awards under the amended Share Matching Plan were made in April 2005, as set out in the Share Matching Plan table. No further grants will be made under this Plan.
Long Term Incentive Plan
As reported last year, following a review by the Remuneration Committee and after consultation with the Company's principal institutional shareholders undertaken at the beginning of 2006, the Committee concluded that the awards made to the Executive Directors in April 2005 should be the last made under the Share Matching Plan. From 2006 the Executive Directors were invited to participate in the Company's Long Term Incentive Plan (LTIP), which had been introduced and approved by shareholders in 2005.
The first grant of awards to Executive Directors under the LTIP was made in March 2006 and they were given the alternative of:
- a maximum award of 100% of basic salary in the Company's shares, provided they are prepared to sacrifice 5% of that year's basic salary; or
- a maximum award of 50% of basic salary in the Company's shares, with no salary sacrifice required.
The purpose of the higher award for a basic salary sacrifice is to encourage participants to share some of the risk for a greater level of potential benefit and also to help mitigate the cost to the Company of the LTIP. All Executive Directors opted for the maximum award with a 5% sacrifice in basic salary. A further grant of awards was made in April 2007 on the same basis and the Executive Directors again opted for the maximum award with a 5% sacrifice in basic salary.
The awards made to the Executive Directors under the LTIP vest subject to continued employment over a three year performance period, including the year of award, and the satisfaction of performance conditions which require both that:
- the Company's Total Shareholder Return is at least at the median compared to the companies constituting, at grant, the FTSE All Share Media Index; and
- the Company's average adjusted diluted EPS grows by at least RPI plus 5% per annum (for 20% of the award to vest) increasing to RPI plus 12% per annum (for 100% of the award to vest).
The Committee reviewed these performance conditions at the end of 2007, having taken advice from NBS. As a result, it concluded that the structure and levels of these performance conditions continue to be appropriate, given (i) the Company's current circumstances, (ii) comparative market practice and (iii) as they encourage both the generation of above market returns to shareholders and the delivery of substantial EPS growth.
Share Incentive Plan
From January 2006 the Executive Directors, along with all other UK employees, were eligible to participate in the Company's Share Incentive Plan (SIP), introduced and approved by shareholders in 2005. The SIP is an Inland Revenue Approved All Employee Share Incentive Plan which offers UK employees the opportunity to purchase up to £1,500 of shares in the Company per annum out of pre-tax salary.
Share Options
Prior to their merger in May 2004, both Informa and Taylor & Francis operated discretionary share option schemes for the benefit of the Executive Directors. In the light of changes to the accounting treatment for share options and changing market practice, the Remuneration Committee decided not to grant options to Executive Directors during 2005 and 2006 and does not intend to do so in the foreseeable future. Details of subsisting options granted to the Executive Directors in 2004 and earlier are shown in the Directors' Share Options table.
Share Ownership Guidelines
During early 2006 the Remuneration Committee introduced formal share ownership guidelines requiring the Executive Directors to build up, over a three year period and with pre-existing shareholdings taken into account, a holding in the Company's shares equal to at least one and a half times annual basic salary.
Retirement and Life Assurance Benefits
The Executive Directors are entitled to receive a contribution of 25% of basic salary toward their retirement arrangements. The Company also provides life assurance cover providing for the payment of a lump sum in the event of the insured's death in service.
Mr Gilbertson is a deferred member of the Informa Final Salary Scheme, a defined benefit scheme which provides for a pension on retirement of up to two thirds of final basic salary at the age of 60. Dependants are eligible for dependants' pension and the payment of a lump sum in the event of the member's death in service. Further details of the benefits accrued under the scheme are shown in the Director's Long Term Incentive Schemes table.
Mr Foye ceased to be an active member of the Taylor & Francis Group Pension and Life Assurance Scheme in April 2006. This is a defined benefit scheme which provides for a pension on retirement of up to two thirds of final basic salary at the age of 63. Dependants are eligible for dependants' pension and the payment of a lump sum in the event of the member's death in service. Further details of the benefits accrued under the scheme are shown in the Directors' Pension Entitlements table.
Since (1) none of the Executive Directors is an active member of any Group pension scheme and (2) none is eligible to make further tax efficient pension contributions, instead the Company now pays each of them a monthly payment in lieu of pension contributions equal to 25% of basic salary (after deducting any incremental National Insurance costs to the Company).
Performance Graph
The graph below shows the Company's performance, measured by total shareholder return, compared with the performance of the FTSE All Share Media Index, also measured by total shareholder return, in the five-year period ended 31 December 2007. The FTSE All Share Media Index has been selected for this comparison because the Company is a constituent company of that index.
Informa plc Total Shareholder Returns vs FTSE All Share Media Index 2003-2007

Directors' Contracts
At 31 December 2007 and in accordance with the Company's policy, each of the Executive Directors had service contracts with an indefinite term under which 12 months' notice must be given by the Company or by the Director. In the event of early termination, the contracts for Mr Rigby and Mr Gilbertson provide for compensation equal to basic salary, bonus, benefits allowance and retirement benefit for the notice period.
Each of the Non-Executive Directors has specific terms of appointment, terminable by three months' notice.
The dates of the Directors' original contracts are shown in the table below, although the contracts have been amended from time to time by letter agreement as required to reflect changes to, for example, salary or fee levels. The contracts, which include details of remuneration, will be available for inspection at the Annual General Meeting.
| Date of original contract | |
|---|---|
| Executive Directors | |
| P Rigby | 25 September 1996 |
| D Gilbertson | 27 February 1996 |
| Non-Executive Directors | |
| D Mapp | 10 May 2004 |
| S Watson | 10 May 2004 |
| P Kirby | 3 August 2004 |
| J Davis | 19 September 2005 |
| Brendan O'Neill | 26 November 2007 |
Non-Executive Directors
The remuneration of the Non-Executive Directors is determined by the Board within the limits set by the Articles of Association. As stated above, no Director plays a part in any discussion about his or her remuneration. Fees are reviewed annually, taking account of the responsibility and time commitment of the Non-Executive Directors and including a comparison with the level of fees paid by other companies of similar size and complexity.
The basic annual fee payable to Non-Executive Directors in 2007 was £38,300. As Chairman, the total annual fee payable to Mr Hooper was £127,300.
During 2007 the Non-Executive Directors were also paid £2,000 per annum per committee for the additional work performed by them as members of the Nomination, Remuneration and Audit Committees or £3,000 and £10,000 per annum, respectively, as chair of the Remuneration and Audit Committees. With effect from 15 May 2007, Mr Mapp was paid an annual inclusive fee of £100,000 for his enhanced role as Senior Independent Non-Executive Director, together with his position as Chairman of the Audit, Risk and Nomination committees and for his membership of the Remuneration Committee.
Non-Executive Directors are not eligible to participate in any of the Company's share incentive schemes or join any Company pension scheme.
Audited Information
Aggregate Directors' Remuneration
The total amounts for Directors' remuneration were as follows:
| 2007 £'000 |
2006 £'000 |
|
|---|---|---|
| Emoluments | 3,238 | 3,080 |
| Compensation for loss of office | 511 | - |
| Gains on exercise of share options | 2,314 | - |
| Retirement contributions (or cash payments in lieu) | 336 | 321 |
| 6,399 | 3,401 |
Directors' Emoluments
| Basic salary/ fees £'000 |
Bonus accrued £'000 |
Benefits in kind/allowance £'000 |
Total 2007 £'000 |
Total 2006 £'000 |
Compensation for the loss of office £'000 |
|
|---|---|---|---|---|---|---|
| Executive Directors | ||||||
| P Rigby | 570¹ | 600 | 28 | 1,198 | 1,103 | - |
| D Gilbertson | 539¹ | 510 | 28 | 1,077 | 1,045 | - |
| A Foye | 330 | 347 | 27 | 704 | 631 | 480² |
| 1,439 | 1,457 | 83 | 2,979 | 2,779 | 480 | |
| Non-Executive Directors | ||||||
| R Hooper³ | 47 | - | - | 47 | 124 | 31 |
| D Mapp | 83 | - | - | 83 | 51 | - |
| S Watson | 44 | - | - | 44 | 43 | - |
| P Kirby | 43 | - | - | 43 | 42 | - |
| J Davis | 42 | - | - | 42 | 41 | - |
| Aggregate emoluments | 1,698 | 1,457 | 83 | 3,238 | 3,080 | 511 |
¹ These salaries reflect the 5% voluntary salary sacrifice made by each of the Executive Directors in order to maximise their LTIP awards as described in the Long Term Incentive Plan on this page. Bonus payments are payable on the basis of the gross salary.
² Mr A Foye was paid £480,016 as compensation for loss of office pursuant to the terms of his service contract, comprising basic salary, benefits allowance, pension entitlement and bonus that would have been earned for the period 1 January - 15 July 2008.
³ Mr Hooper ceased to be non-executive chairman on 15 May 2007. He was paid compensation for loss of office of £31,000.
The fees shown above for the services of Mr Watson were paid to CMS Cameron McKenna.
Aggregate emoluments disclosed above do not include any amounts in respect of the value of share options granted to or held by Directors, of matching awards made under the Company's Share Matching Plan or of awards under the Company's Long Term Incentive Scheme. Details of these share-based incentives are given below.
Directors' Share Interests
The Directors who held office at 31 December 2007 had the following beneficial interests in the issued share capital of the Company:
| At 31 December 2007 ordinary shares |
At 31 December 2006 ordinary shares |
|
|---|---|---|
| P Rigby | 636,149 | 575,857 |
| D Gilbertson | 718,038 | 599,159 |
| A Foye | 393,866 | 355,574 |
| D Mapp | 40,496 | 40,496 |
| S Watson | 17,650 | 17,650 |
| J Davis | 10,000 | 10,000 |
None of the Directors had any beneficial interests in the shares of other Group companies.
In addition to the beneficial interests in the shares of the Company shown above, during 2007 Messrs Rigby, Gilbertson and Foye were, for the purposes of the Companies Act 1985, regarded as interested in the 2,775 ordinary shares held by Informa Limited, as trustee of the Informa Group Qualifying Employee Share Ownership Trust and in the 297,616 ordinary shares held by Nautilus Trustees Limited, as trustee of the Informa Group Employee Share Trust. Employees of the Group (including Messrs Rigby and Gilbertson) are potential beneficiaries under these trusts.
Other than the purchase of 609 Share Incentive Plan shares each by Messrs Rigby and Gilbertson, there have been no changes in Directors' share interests from 31 December 2007 to the date of this Report.
The above interests exclude any shares awarded under the Share Matching Plan, shown below.
Share Matching Plan
Set out below are the details of matching awards granted under the Company's Share Matching Plan:
| At 31 December 2006 |
Granted during year |
Vested during year |
At 31 December 2007 |
Award date |
Vesting date |
Expiry date |
|
|---|---|---|---|---|---|---|---|
| P Rigby | 17,808¹ | - | - | 17,808¹ | 13.04.04 | 13.04.07 | 13.04.14 |
| 105,958² | - | - | 105,958² | 19.04.05 | 19.04.08 | 19.04.15 | |
| D Gilbertson | 15,792¹ | - | - | 15,792¹ | 13.04.04 | 13.04.07 | 13.04.14 |
| 101,510² | - | - | 101,510² | 19.04.05 | 19.04.08 | 19.04.15 | |
| A Foye | 62,144² | - | - | 62,144² | 19.04.05 | 19.04.08 | 30.06.08 |
- Matching award available for vesting on the third anniversary of the date of grant, but not taken up in 2007.
- Matching award granted on 19 April 2005 when the market value of the Company's shares was 405.75p (as adjusted for the July 2005 rights issue). The award vests on the third anniversary of the date of grant, subject to continued employment on the anniversary date and on a sliding scale, subject to the achievement of performance targets over the three year performance period, including the year of grant, as follows:
- one-half share where compound annual adjusted earnings per share growth exceeds the growth in RPI plus 5%;
- two shares where compound annual adjusted earnings per share growth exceeds the growth in RPI plus 12% or more; and
- pro rata on a straight line basis between these two points.
Directors' Share Options
Set out below are the details of options to acquire shares in Informa plc held by the Directors who served during the year. All of the conditions to exercise these options have been satisfied. No share options were granted during 2006 or 2007.
| At 31 December 2006 |
Lapsed | Exercised | Exercise price (p) | Market price at date of exercise (p) |
At 31 December 2007 |
Exercise period | |
|---|---|---|---|---|---|---|---|
| P Rigby | 4,394 | - | 4,394 | 179.91 | 574.00 | - | - |
| 104,737 | - | 104,737 | 358.04 | 574.00 | - | - | |
| 58,544 | - | - | 736.61 | - | 58,544 | 20.03.03 to 19.03.10 | |
| 91,445 | - | - | 518.75 | - | 91,445 | 07.03.04 to 06.03.11 | |
| 125,304 | - | 125,304 | 252.38 | 574.00 | - | - | |
| 152,582 | - | 152,582 | 333.04 | 574.00 | - | - | |
| 537,006 | - | 387,017 | 149,989 | ||||
| D Gilbertson | 111,999 | - | 111,999 | 195.54 | 574.00 | - | - |
| 92,169 | - | 92,169 | 358.04 | 574.00 | - | - | |
| 51,520 | - | - | 736.61 | - | 51,520 | 20.03.03 to 19.03.10 | |
| 80,384 | - | - | 518.75 | - | 80,384 | 07.03.04 to 06.03.11 | |
| 110,148 | - | 110,148 | 252.38 | 574.00 | - | - | |
| 134,271 | - | 134,271 | 333.04 | 574.00 | - | - | |
| 580,491 | - | 448,587 | 131,904 | ||||
| A Foye | 84,620 | - | - | 307.24 | - | 84,620 | 26.04.04 to 30.06.08 |
| 43,305 | - | - | 334.82 | - | 43,305 | 27.05.05 to 30.06.08 | |
| 37,969 | - | - | 227.15 | - | 37,969 | 30.04.06 to 30.06.08 | |
| 37,969 | - | - | 227.15 | - | 37,969 | 30.04.06 to 30.06.08 | |
| 62,372 | - | - | 304.16 | - | 62,372 | 22.03.07 to 30.06.08 | |
| 266,235 | - | - | 266,235 |
The market price of the Company's ordinary shares at 31 December 2007 was 461.75p and the range during the year was between 412.25p to 623.50p. The daily average market price during the year was 548.66p.
Directors' Long Term Incentive Schemes
During 2006 and 2007 the Executive Directors were granted conditional awards over shares in the Company under the Long Term Incentive Plan as follows:
| No. of shares | Award date | Vesting date | |
|---|---|---|---|
| P Rigby | 117,082 | 29.03.06 | 31.12.08 |
| D Gilbertson | 110,696 | 29.03.06 | 31.12.08 |
| A Foye | 65,992 | 29.03.06 | 15.07.08 |
| 293,770 |
| No. of shares | Award date | Vesting date | |
|---|---|---|---|
| P Rigby | 102,301 | 25.04.07 | 31.12.09 |
| D Gilbertson | 96,675 | 25.04.07 | 31.12.09 |
| A Foye | 59,165 | 25.04.07 | 15.07.08 |
| 258,141 |
These awards will vest proportionately from the beginning of the relevant performance period to this date. The grants were made on the terms described earlier on this page.
Directors' Pension Entitlements
Two Directors are members of defined benefit pension schemes provided by the Company or its subsidiaries and have accrued entitlements under the schemes as follows:
| Accrued pension 31 December 2006 £'000 |
Increase in accrued pension in the year £'000 |
Accrued pension 31 December 2007 £'000 |
|
|---|---|---|---|
| D Gilbertson | 34 | 1 | 35 |
| A Foye | 90 | 3 | 93 |
The following table sets out the transfer values of the Directors accrued benefits under the schemes calculated in a manner consistent with 'Retirement Benefit Schemes – Transfer Values (GN11)' published by the Institute of Actuaries and the Faculty of Actuaries:
| Transfer value 31 December 2006 £'000 |
Contributions made by the Director £'000 |
Increase in transfer value in the year net of contributions £'000 |
Transfer value 31 December 2007 £'000 |
|
|---|---|---|---|---|
| D Gilbertson | 459 | - | 19 | 478 |
| A Foye | 739 | - | 50 | 789 |
The following additional information is given to comply with the requirements of the Listing Rules of the Financial Services Authority, which differ in some respects from the equivalent statutory requirements:
| Increase in accrued pension in this year (excluding inflation) £'000 |
Transfer value of increase in year of accrued pension (excluding inflation and net of Directors' contributions) £'000 |
|
|---|---|---|
| D Gilbertson | - | 14 |
| A Foye | - | - |
The transfer values disclosed above do not represent a sum paid or payable to the individual Director; instead they represent a potential liability of the pension scheme.
Contributions paid by the Company directly to Directors or their nominated retirement investment vehicles in respect of their retirement benefit entitlements were as follows:
| 2007 £'000 |
2006 £'000 |
|
|---|---|---|
| P Rigby | 133 | 137 |
| D Gilbertson | 126 | 115 |
| A Foye | 77 | 69 |
| 336 | 321 |
Mr Rigby waived all of his entitlement to a bonus for 2005 (£453,000) and an equivalent sum was paid as an employer pension contribution.
Approval
This Report was approved by the Board of Directors and signed on its behalf by:
Dr Pamela Kirby
Chairman of the Remuneration Committee
27 February 2008










