Remuneration at a glance

Remuneration Outcomes as at 28 February 2021

Element	David Forde	Patrick McMahon	Andrea Pozzi
Base salary as at 28 February 2021	€690,000	€420,000	£321,300
Pension (% of base salary)	5%	5%	25%
Benefits	7.5%	7.5%	7.5%
Annual Bonus (% of max)	0%	0%	0%
LTIP (% of max)	0%	0%	0%

Annual Bonus Outcomes

As described, given the financial year commenced in March 2020, at the same time as the outbreak of COVID-19 and the associated government restrictions, no bonus scheme was established and no bonuses are to be paid to Executive Directors in respect of FY2021.

LTIP Outcome

The 2018 LTIP award of 100% of base salary and 2018 ESOS award of 150% granted to Andrea Pozzi in respect of the three year performance period ended on 28 February 2021 did not meet the performance conditions and the awards lapsed in full. David Forde and Patrick McMahon did not hold any awards under the 2018 LTIP and 2018 ESOS.

COVID-19 Impact on Executive Remuneration

The following table sets out the key components of executive remuneration and the decisions made by the Committee

Element of Remuneration	Committee decision	Rationale
2021 temporary salary reductions	Base salaries were reduced for 5 months for Executive Directors together with a reduction in the Chair’s fee. Whilst not a decision made by the Committee, there was a corresponding reduction in the fees paid to the Non-Executive Directors.	The Committee took into consideration the wider stakeholder experience, including employees, shareholders, customers and the communities in which we operate and considered it appropriate to apply the temporary reduction.
2020-2021 bonus plan outcome	No bonus scheme was established in the financial year.	Given the financial uncertainty, the Committee and the Board did not believe it appropriate to establish a bonus scheme.
2018 LTIP and ESOS vesting	No adjustments to the awards were made during the year. The awards lapsed in full in line with performance against the targets.	The awards lapsed in accordance with the level of achievement against the performance conditions.
2021-2022 bonus plan design	No bonus plan has yet been established for Executive Directors in the financial year.	Given the impact of COVID-19, the Committee and the Board did not believe it appropriate to establish a bonus scheme at the present time.
2020 LTIP award	The multiple of salary applied to determine the award was reduced. This takes into account the fall in the share price as a consequence of the impact of the COVID-19 pandemic on the business. The awards are subject to three separate performance conditions aligned to the Company’s key priorities for each of the three years in the performance period, more information in relation to which is included on page 105; as described on page 105 the awards are subject to an assessment of underlying financial performance over the full three year period.	The Committee decided to reduce the multiple of salary used to determine the number of shares to be awarded to Executive Directors and decided that the multiple of salary for the 2020 award would be reduced from 150% to 134% of salary. The Committee has faced considerable challenge in establishing meaningful and robust performance measures and targets for the FY2021 LTIP awards. No proportion of the awards will vest until the end of the full three year period and vesting of any part is subject to an overriding three year financial performance assessment.
2021 salary review	Base salaries will remain unchanged in FY2022.	The Committee took into consideration the wider stakeholder experience, including employees, shareholders, customers and the communities in which we operate and considered it appropriate for salaries to remain unchanged for FY2022.

Remuneration Policy

Introduction

The current Remuneration Policy for Directors applied from the date of the 2018 AGM (2018 Policy). In line with typical UK practice, we are seeking approval for a new Remuneration Policy (the 2021 Policy) at the 2021 AGM. The 2021 Policy is set out below, and before that we have set out our approach to the design of the 2021 Policy and a summary of the key proposed changes between the 2018 Policy and the 2021 Policy.

Designing the 2021 Policy

The 2021 Policy has been designed to continue to drive the delivery of strategy and generate value for all stakeholders under the leadership of our new CEO and CFO. We have also taken into account market practice, shareholder expectations, wider workforce pay and polices and best practice governance developments since our last Policy review (including the 2018 UK Corporate Governance Code). Overall we consider that the current remuneration framework remains fit for purpose. Therefore, the changes proposed are to provide further alignment with best practice and to ensure sufficient flexibility over the next three years.

When designing remuneration policies and principles, having regard to the Code, the Committee has applied the following principles:-

• clarity – remuneration arrangements will be transparent and promote effective engagement with shareholders and the workforce;
• simplicity – remuneration structures will avoid complexity and their rationale and operation should be easy to understand;
• risk – remuneration arrangements will ensure reputational and other risks from excessive rewards, and behavioural risks that can arise from target-based incentive plans, are identified and mitigated;
• predictability – the range of possible values of rewards to individuals and other limits or discretions will be identified and explained;
• proportionality – the link between individual awards, the delivery of strategy and the long-term performance of the company will be clear; and,
• alignment to culture – incentive plans will drive behaviours consistent with company purpose, values and strategy.

We have set out below information on the key proposed changes to the 2018 Policy.

• Pension: In line with best practice and investor expectations, the 2021 Policy reduces the Executive Directors’ pension contributions (or cash in lieu of pension) from the 25% of salary level in the 2018 Policy. For David Forde, Patrick McMahon and any other Executive Director appointed after 1 March 2021, the contribution is reduced to the level available for the majority of the Group’s workforce (currently 5% of salary). For our COO, Andrea Pozzi, a phased decrease in pension has been proposed to align his pension with the wider workforce by 1 March 2023 in accordance with which: (1) his pension contribution has reduced to 20% of salary with effect from 1 March 2021; (2) will reduce to 10% of salary with effect from 1 March 2022; and (3) will be reduced to the level available for the majority of the Group’s workforce with effect from 1 March 2023.

• Maximum annual bonus: We are increasing the overall maximum annual bonus opportunity to 125% of salary. While there is no change in the maximum bonus potential for FY2022 which will remain at 100% of salary, this increase in headroom is to provide flexibility for the business during the lifetime of the 2021 Policy. Any future increase in the annual bonus potential will be considered alongside the level of stretch inherent in the targets set.

• On-target annual bonus: In line with best practice, the maximum on-target bonus will be capped at 50% of the maximum bonus potential (currently capped at 60% of maximum). This change will apply for FY2022.

• Increase annual bonus deferred into shares: To provide further alignment with shareholders, we are increasing the proportion of the bonus deferred into shares. Under the new policy up to 50% of any bonus earned will ordinarily be paid in cash with the remainder deferred into shares. The deferral period is also being increased to three years from the two years that applies under the 2018 Policy.

• Annual bonus measures: We will retain flexibility under the new 2021 Policy to set measures and targets annually reflecting the Company’s strategy and aligned with key financial, operational, strategic and/or individual objectives. The approach to the measures for the FY2022 bonus is described on page 113.

• Long term incentive plan: No changes are proposed to the LTIP quantum under the new 2021 Policy of up to 150% of salary (300% in exceptional circumstances). The three year performance period and two year holding period will continue to apply. As described on page 114 the performance measures for the FY2022 LTIP are intended to be based on EPS, Cash Conversion and ESG targets measured over a three year performance period, and the measures and targets will be confirmed in due course and announced when the awards are granted.

• In-service shareholding guidelines: The 2018 Policy includes a shareholding requirement of 200% of salary for the CEO and 100% of salary for other Executive Directors. This guideline will be increased to 200% of salary for all Executive Directors.

• Post-employment shareholding guidelines: We have introduced a post-employment requirement pursuant to which an Executive Director must retain 100% of their in-service shareholding requirement for 12 months following cessation and half of their in-service requirement for a further 12 months following cessation. The requirement applies only to shares acquired from LTIP and deferred bonus awards granted after 1 March 2021. We consider that this “tapered” approach, in the light of the two year holding period for LTIP awards and the introduction of bonus deferral, is a balanced way of ensuring alignment with longer term shareholder interests.

• Governance changes: Minor changes to the 2018 Policy to reflect governance changes are also proposed, which will update the malus and clawback provisions for variable pay, enhance discretion to override formulaic outturns on variable pay awards, and clarify the approach to dividend equivalents.

Summary

We believe the proposed 2021 Policy includes a range of enhancements which align C&C’s remuneration structures with best practice and with the expectations of our shareholders. Our approach is intended to ensure we motivate our management team to deliver against stretching performance targets whilst ensuring their interests are aligned not only with shareholders’ interests but also with those of wider stakeholders.

General statement of policy

The main aim of the Group’s policy on Directors’ remuneration is to attract, retain and motivate Directors of the calibre required to promote the long-term success of the Group. The Committee therefore seeks to ensure that Directors are properly, but not excessively, remunerated and motivated to perform in the best interests of shareholders, commensurate with ensuring shareholder value.

The Committee seeks to ensure that Executive Directors’ remuneration is aligned with shareholders’ interests and the Group’s strategy. Share awards are therefore seen as the principal method of long-term incentivisation. Similar principles are applied for senior management, several of whom have material equity holdings in the Company.

Annual performance-related rewards aligned with the Group’s key financial, operational and strategic goals and based on stretching targets are a further component of the total executive remuneration package. For senior management, mechanisms are tailored to local requirements.

The Group seeks to bring transparency to executive Directors’ reward structures through the use of cash allowances in place of benefits in kind. In setting Executive Directors’ remuneration, the Committee has regard to pay levels and conditions applicable to other employees across the Group.

The 2021 Policy

If the 2021 Policy is approved at the 2021 AGM, it will apply from that date.

Future Policy Table

Executive Directors

The table below sets out the Company’s Remuneration Policy for Executive Directors.

Purpose and link to strategy	Operation	Maximum opportunity	Performance metrics
Salary
Reflects the individual’s role, experience and contribution. Set at levels to attract, recruit and retain Directors of the necessary calibre.	Salaries are set by the Committee taking into account factors including, but not limited to: scope and responsibilities of the role; experience and individual performance; overall business performance; prevailing market conditions; pay in comparable companies; and overall risk of non-retention. Typically, salaries are reviewed annually, with any changes normally taking effect from 1 March.	While there is no prescribed formulaic maximum, any increases will take into account the outcome of pay reviews for employees as a whole. Larger increases may be awarded where the Committee considers it appropriate to reflect, for example: increases or changes in scope and responsibility; to reflect the Executive Director’s development and performance in the role; or alignment to market level. Increases may be implemented over such time period as the Committee determines appropriate.	None.
Benefits/cash allowance in lieu
Ensures that benefits are sufficient to recruit and retain individuals of the necessary calibre.	The Group seeks to bring transparency to Directors’ reward structures through the use of cash allowances in place of benefits in kind. The cash allowance can be applied to benefits such as a company car and health benefits. Group benefits such as death in service insurance are also made available. Other benefits may be provided based on individual circumstances including housing or relocation allowances, travel allowance or other expatriate benefits. Benefits and allowances are reviewed alongside salary.	There is no prescribed maximum monetary value of benefits. Benefit provision is set at a level which the Committee considers appropriate against the market and relative to internal benefit provision in the Group and which provides sufficient level of benefit based on individual circumstances.	None.
Pension/cash allowance in lieu
Contributes towards funding later life cost of living.	Executive Directors may participate in the Company’s defined contribution pension scheme or take a cash allowance in lieu of pension entitlement (or a combination thereof).	The Company’s current CEO and CFO and any Executive Director appointed after 1 March 2021 A contribution and/or cash allowance not exceeding the level available to the majority of the Group’s workforce. The Company’s current COO A contribution and/or cash allowance: of 20% of salary with effect from 1 March 2021; of 10% of salary with effect from 1 March 2022; and not exceeding the level available to the majority of the Group’s workforce with effect from 1 March 2023.	None.
Annual bonus
Motivates employees and incentivises delivery of annual performance targets which support the strategic direction of the Company.	Bonus levels are determined after the year end based on performance against targets set by the Committee. The Committee has discretion to vary the bonus pay out should any formulaic output not reflect the Committee’s assessment of overall business performance, or if the Committee considers the pay-out to be inappropriate in the context of other relevant factors including to avoid outcomes which could be seen as contrary to shareholder expectations. Up to 50% of any bonus earned will ordinarily be paid in cash with the remainder deferred into shares, for up to three years. Additional shares may be delivered in respect of deferred bonus award shares to reflect dividends over the deferral period. The number of additional shares may be calculated assuming the reinvestment of dividends on such basis as the Committee determines. Malus and clawback provisions will apply to the annual bonus. See the “Malus and clawback” section below for more details.	Maximum opportunity is 125% of base salary (100% in FY2022).	Performance is ordinarily measured over the financial year. The Committee has flexibility to set performance measures and targets annually, reflecting the Company’s strategy and aligned with key financial, operational, strategic and/or individual objectives. The majority of the bonus will be based on financial measures, such as profit and cash. The balance of the bonus will be based on financial or strategic targets such as brand equity and our ESG goals. In the case of financial measures, 25% of the bonus will be earned for threshold performance increasing to 50% for on-target performance and 100% for maximum performance. For non-financial measures, the amount of bonus earned will be determined by the Committee between 0% and 100% by reference to its assessment of the extent to which the relevant metric or objective has been met.
LTIP
Incentivises Executive Directors to execute the Group’s business strategy over the longer term and aligns their interests with those of shareholders to achieve a sustained increase in shareholder value.	Awards are made in the form of nil-cost options or conditional share awards, the vesting of which is conditional on the achievement of performance targets (as determined by the Committee). Vested awards must be held for a further two year period before sale of the shares (other than to pay tax). This holding period can be operated on the basis that: awards vest following the assessment of the applicable performance conditions but will not be released (so that the participant is entitled to acquire shares) until the end of a holding period of two years beginning on the vesting date; or the participant is entitled to acquire shares following the assessment of the applicable performance conditions but that (other than as regards sales to cover tax liabilities) the award is not released (so that the participant is able to dispose of those shares) until the end of the holding period The Committee retains discretion to adjust the outturn of an LTIP award, including to override the formulaic outcome of the award, in the event that performance against targets does not properly reflect the underlying performance of the Company, or if the Committee considers the pay-out to be inappropriate in the context of other relevant factors including to avoid outcomes which could be seen as contrary to shareholder expectations. Additional shares may be delivered in respect of vested LTIP award shares to reflect dividends over the vesting period and, if relevant, the holding period. The number of additional shares may be calculated assuming the reinvestment of dividends on such basis as the Committee determines.	Awards may be made up to 150% of salary in respect of any financial year. In exceptional circumstances the maximum award is 300% of salary in respect of any financial year.	Vesting is based on the achievement of challenging performance targets measured over a period of three years. Performance may be assessed against financial measures (including, but not limited to, EPS and Cash Conversion) and operational or strategic measures (which may include ESG measures) aligned with the Company’s strategy, provided that at least 75% of the award is based on financial measures. For the achievement of threshold performance against a financial measure, no more than 25% of the award will vest, rising, ordinarily on a straight-line basis, to 100% for maximum performance; below threshold performance, none of the award will vest. For non-financial measures, the amount of the award that vests will be determined by the Committee between 0% and 100% by reference to its assessment of the extent to which the relevant metric or objective has been met.
Share-based rewards – all-employee plans
Align the interests of eligible employees with those of shareholders through share ownership.	The C&C Profit Sharing Scheme is an all-employee share scheme and has two parts. Part A relates to employees in Ireland and has been approved by the Irish Revenue Commissioners (the Irish APSS). Part B relates to employees in the UK and is a HMRC qualifying plan of free, partnership, matching or dividend shares (or cash dividends) with a minimum three year vesting period for matching shares (the UK SIP). UK resident Executive Directors are eligible to participate in Part B only. There is currently no equivalent plan for Directors resident outside of Ireland or the UK.	Under the Company’s Irish APSS, the maximum value of shares that may be allocated each year is as permitted in accordance with the relevant tax legislation (currently €12,700, which is the combined value for the employer funded and employee foregone elements). Under the Company’s UK SIP the current maximum value of partnership shares that may be acquired is £750 per annum, with an entitlement to matching shares of £750 per annum. However, the Committee reserves the right to increase the maximum to the statutory limits (being £1,800 in respect of partnership shares, £3,600 in respect of matching shares and £3,600 in respect of free shares, or in any case such greater limit as may be specified by the tax legislation from time to time).	No performance conditions would usually be required in tax-advantaged plans.

Shareholding guidelines

In-service requirement

Executive Directors are required to build and maintain a personal shareholding of at least two times’ salary.

Executive Directors are required to retain 50% of the after tax value of vested share awards until the shareholding guideline is met.

Shares subject to awards which have vested but which remain unexercised, shares subject to LTIP awards which have vested but not been released (i.e. which are in a holding period) and shares subject to deferred bonus awards count towards the shareholding requirement on a net of assumed tax basis.

Post-employment requirement

The Committee has adopted a post-employment requirement. Shares are subject to this requirement only if they are acquired from LTIP or deferred bonus awards granted after 1 March 2021. For the first year after employment the Executive Director is required to retain such of those shares as have a value equal to the “in-service” guideline, or their actual shareholding, if lower, and for a further year such of those shares as a have a value equal to half of the “in-service” guideline or their actual shareholding, if lower.

Explanation of performance measures

Performance measures for the LTIP and annual bonus are selected by the Committee to reflect the Company’s strategy. In the case of both the annual bonus and the LTIP, the majority of the award (at least 75% in the case of the LTIP) will be based on financial measures, with any balance based on operational or strategic measures which reward the Executive Directors by reference to the achievement of objectives aligned with future successful implementation of the Company’s strategy. The Committee has discretion to set performance measures (and weightings where there is more than one measure) on an annual basis to take account of the prevailing circumstances. Measures and weightings may vary depending upon an Executive Director’s area of responsibility.

Targets are set annually by the Committee having regard to the circumstances at the time and taking into account a number of different factors.

To the extent provided for in accordance with any relevant amendment power under the rules of the share plans or in the terms of any performance condition, the Committee may alter the performance conditions relating to an award or option already granted if an event occurs (such as a material acquisition or divestment or unexpected event) which the Committee reasonably considers means that the performance conditions would not, without alteration, achieve their original purpose. The Committee will act fairly and reasonably in making the alteration so that the performance conditions achieve their original purpose and the thresholds remain as challenging as originally imposed. The Committee will explain and disclose any such alteration in the next remuneration report.

Malus and clawback

In line with the UK Corporate Governance Code, malus and clawback provisions apply to all elements of performance-based variable remuneration (i.e. annual bonus, and LTIP) for the Executive Directors. The circumstances in which malus and clawback will be applied are if there has been in the opinion of the Committee a material mis-statement of the Group’s published accounts, material corporate failure, significant reputational damage, error in assessing a performance condition, or the Committee reasonably determines that a participant has been guilty of gross misconduct. The clawback provisions will apply for a period of two years following the end of the performance period; in the case of any deferred bonus award or LTIP award which is not released until the end of a holding period, clawback may be implemented by cancelling the award before it vests/is released.

Share plans and other incentives

The Committee may operate the Company’s share plans in accordance with their terms and exercise any discretions available to them under the plans, including that awards may be adjusted in the event of a variation of capital, demerger, special dividend or other relevant event. Awards may be settled, in whole or in part, in cash, although the Committee would only settle an Executive Director’s award in cash in appropriate circumstances, such as where there is a regulatory restriction on the delivery of shares or as regards the tax liability arising in respect of the award.

In the event of a change of control or other relevant event, awards under the share plans will vest to the extent determined in accordance with the rules of the plans, after the exercise, where relevant, of any applicable discretion.

• Unvested LTIP awards will vest taking into account the performance conditions and pro-rating for time, although the Committee has discretion not to apply time pro-rating.
• Vested LTIP awards which are in a holding period will be released to the extent already determined.
• Deferred bonus awards will vest in full.
• Awards under the all-employee plans will vest in accordance with the rules of those plans, which do not provide for any discretionary treatment.

Legacy payments

The Committee reserves the right to make any remuneration payment or any payment for loss of office (including exercise any discretion in respect of any such payment) without the need to consult with shareholders or seek their approval, notwithstanding that it is not in line with the policy set out above, where the terms of the payment were agreed either:

• before the policy came into effect (provided that, in the case of any payment agreed after the Company’s 2015 Annual General Meeting, it is in line with the policy in effect at the time the payment was agreed); or
• at a time when the relevant individual was not a Director of the Company and, in the opinion of the Committee, the payment was not in consideration for the individual becoming a Director of the Company.

For these purposes: the term ‘payment’ includes any award of variable remuneration; in relation to an award over shares, the terms of the payment are ‘agreed’ at the time the award is granted.

Minor changes

The Committee may, without the need to consult with shareholders or seek their approval, make minor changes to this Policy to aid in its operation or implementation taking into account the interests of shareholders.

Comparison with remuneration policy for employees generally

Remuneration packages for Executive Directors and for employees as a whole reflect the same general remuneration principle that individuals should be rewarded for their contribution to the Group and its success, and the reward they receive should be competitive in the market in which they operate without paying more than is necessary to recruit and retain them.

The remuneration package for Executive Directors reflects their role of leading the strategic development of the Group. Accordingly there is a strong alignment with shareholders’ interests, through long term performance-based share rewards. Senior management are similarly rewarded.

These rewards are not appropriate for all employees but it is the Committee’s policy that employees in general should be afforded an opportunity to participate in the Group’s success through holding shares in the Company through all-employee plans.

Executive Directors are incentivised through an annual cash bonus to achieve shorter term objectives and all employees are similarly incentivised. The deferral of bonus for the Executive Directors increases their alignment with the longer term interests of shareholders.

For Executive Directors the remuneration package reflects the demands of a global market. For employees generally, remuneration and reward are tailored to the local market in which they work. It is the Committee’s policy that all employees should share in the success of the business divisions towards whose success they have contributed.

Consideration of employment conditions generally and consultation with employees

As described above, when setting the policy for Executive Directors’ remuneration, the Committee applies the same core principle as applied for the pay and employment conditions of other Group employees. When reviewing Directors’ remuneration, the Committee has regard to the outcome of pay reviews for employees as a whole.

The Committee did not directly consult with employees when formulating the Directors’ remuneration policy set out in this report and no remuneration comparison measurements comparing Executive Directors’ remuneration with employees were generally used.

The Group has regular contact with employee representatives on matters of pay and remuneration for employees covered by collective bargaining or consultation arrangements.

Illustration of remuneration policy

The following charts show the level of remuneration and the relative split of remuneration between fixed pay (base salary, benefits and cash allowance in lieu of pension) and variable pay (annual bonus and LTIP) for each Executive Director on the basis of minimum remuneration, remuneration receivable for performance in line with the Company’s expectations, maximum remuneration (not allowing for any share price appreciation) and maximum remuneration assuming a 50% increase in the share price for the purposes of the LTIP element.

Bases and Assumptions

For the purposes of the above charts, the following assumptions have been made:

• Base salary is the latest known salary as at 1 March 2021.
• Benefits as disclosed in the single figure table on page 124 for the year ended 28 February 2021, but “annualised” in the case of David Forde and Patrick McMahon to reflect that the value disclosed on page 124 is for a part year only.
• Cash allowance in lieu of pension for Executive Directors at the level of 5% of salary for David Forde and Patrick McMahon and 20% of salary for Andrea Pozzi (based on salary as at 1 March 2021).
• An annual bonus opportunity of 100% of salary
• An LTIP award of 150% of salary.

Where relevant, the average exchange rate for FY2021 has been used for ease of comparison.

In illustrating the potential reward the following assumptions have been made:

Minimum performance	Performance in line with expectations	Maximum performance	Maximum performance plus share price increase
Fixed pay
Fixed elements of remuneration (base salary, benefits allowance and pension allowance)	Fixed elements of remuneration (base salary, benefits allowance and pension allowance)	Fixed elements of remuneration (base salary, benefits allowance and pension allowance)	Fixed elements of remuneration (base salary, benefits allowance and pension allowance)
Annual bonus
No bonus	50% of salary delivered for achieving target performance	100% of salary delivered for achieving maximum performance	100% of salary delivered for achieving maximum performance
LTIP
No vesting	25% of the award (37.5% of salary) for achieving threshold performance	150% of salary for achieving maximum performance	150% of salary for achieving maximum performance plus an assumed 50% increase in the share price giving an overall value of 225% of salary.

Recruitment remuneration policy

When recruiting a new Executive Director, the Committee will typically seek to use the Policy detailed in the table above to determine the appropriate remuneration package to be offered. To facilitate the hiring of candidates of the appropriate calibre required to implement the Group’s strategy, the Committee retains the discretion to make payments or awards which are outside the Policy subject to the principles and limits set out below.

In determining appropriate remuneration, the Committee will take into consideration all relevant factors (including the quantum and nature of remuneration) to ensure the arrangements are in the best interests of the Group and its shareholders. This may, for example, include (but is not limited to) the following circumstances:

• an interim appointment is made to fill an Executive Director role on a short-term basis;
• exceptional circumstances require that the Chair or a Non-Executive Director takes on an executive function on a short-term basis;
• an Executive Director is recruited at a time in the year when it would be inappropriate to provide a bonus or long-term incentive award for that year as there would not be sufficient time to assess performance. Subject to the limit on variable remuneration set out below, the quantum in respect of the months employed during the year may be transferred to the subsequent year so that reward is provided on a fair and appropriate basis;
• the Executive Director received benefits at his previous employer which the Committee considers it appropriate to offer.

The Committee may also alter the performance measures, performance period, vesting period, deferral period and holding period of the annual bonus or long-term incentive if the Committee determines that the circumstances of the recruitment merit such alteration. The rationale will be clearly explained.

The Committee may make an award to compensate the prospective employee for remuneration arrangements forfeited on leaving a previous employer. In doing so, the Committee will take account of relevant factors regarding the forfeited arrangements which may include the form of any forfeited awards (e.g. cash or shares), any performance conditions attached to those awards (and the likelihood of meeting those conditions) and the time over which they would have vested. These awards or payments are excluded from the maximum level of variable remuneration referred to below; however, the Committee’s intention is that the value awarded or paid would be no higher than the expected value of the forfeited arrangements.

Any share awards referred to in this section will be granted as far as possible under the Group’s existing share plans. If necessary, and subject to the limits referred to below, recruitment awards may be granted outside of these plans.

Recruitment awards will normally be liable to forfeiture or “clawback” on early departure (i.e. within the first 12 months of employment).

It would be the Committee’s policy that a significant portion of the remuneration package (including any introductory awards) would be variable and linked to stretching performance targets and continued employment. The maximum level of variable remuneration that may be granted to new Directors (excluding buy-out arrangements) is 425% of base salary.

Where a position is filled internally, any pre-appointment remuneration entitlements or outstanding variable pay elements shall be allowed to continue according to the original terms.

Fees payable to a newly-appointed Chair or Non-Executive Director will be in line with the fee policy in place at the time of appointment.

Policy on payment for loss of office

Executive Directors

Service Contracts

Details of the service contracts of the Executive Directors in office during the year are as follows:

Name	Contract date	Notice period	Unexpired term of contract
David Forde	2 November 2020	12 months	n/a
Patrick McMahon	8 July 2020	12 months	n/a
Andrea Pozzi	31 May 2017	12 months	n/a

Compensation on Termination

The service contracts of the Executive Directors do not contain any pre-determined compensation payments in the event of termination of office or employment other than payment in lieu of notice.

The principles on which the compensation for loss of office would be approached are summarised below:

Policy
Notice period	None of the Executive Directors has a service contract with a notice period in excess of one year. Service contracts for new Directors will generally be limited to 12 months’ notice by the Company.
Termination payment/payment in lieu of notice	The Company has retained the right to make payment to the Executive Director of 12 months’ fixed remuneration in lieu of the notice period. Discretionary benefits may also include, but are not limited to, outplacement and legal fees.
Annual bonus	Payment of the annual bonus would be at the discretion of the Committee on an individual basis and would be dependent upon the circumstances of their departure and their contribution to the business during the bonus period in question. A departing Director may be eligible, depending on the circumstances and subject to performance, for payment of a bonus pro-rata to the period of employment during the year, to be payable at the usual time.
Share based awards	The vesting of share based awards is governed by the rules of the relevant incentive plan.
LTIP Unvested awards	‘Good leavers’ typically include leavers due to death, injury, ill-health, disability, redundancy and retirement with the consent of the Company or business disposal or any other reason as determined by the Committee. The provisions for ‘good leavers’ provide that unvested awards will vest at the normal vesting point taking account of the performance over the period and subject to pro-rating for time, although the Committee has discretion to waive pro-rating for time. Any holding period would typically continue to apply. The Committee has the discretion to accelerate vesting (and release) to the date of cessation of employment (and to assess performance accordingly) or to determine vesting at the end of the performance period and to release the award then.
LTIP Vested but unreleased awards	Under the LTIP, if a participant ceases employment during a holding period, their award will continue unless he/she is summarily dismissed, in which case the award will lapse. Awards which are retained will typically be released at the originally anticipated release date. However, the Committee has discretion to release the award at the date of cessation.
Deferred bonus awards	In the event of cessation due to death, ill-health, injury or disability, the deferred bonus share award would be released as soon as practicable following termination. In the event of cessation for any other reason (unless the participant is summarily dismissed, in which case the award will lapse), the award will be released at the normal time, although the Committee has discretion to release at cessation.
Mitigation	Executive Directors’ service contracts contain no contractual provision for reduction in payments for mitigation or for early payment, and accordingly any payment during the notice period will not be reduced by any amount earned in that period from alternative employment obtained as a result of being released from employment with the Group before the end of the contractual notice period.
Other payments	Payments may be made under the Company’s all employee share plans which are governed by the Irish Revenue Commissioners and HMRC tax-advantaged plan rules and which cover leaver provisions. There is no discretionary treatment of leavers under these plans. Payments may also be made in respect of accrued but untaken holiday and for fees for any outplacement services and legal and professional advice in connection with the termination. Where on recruitment a buy-out award had been made outside the LTIP 2015, then the applicable leaver provisions would be specified at the time of the award.

The Committee reserves the right to make additional exit payments where such payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation) or by way of settlement or compromise of any claim arising in connection with the termination of a Director’s office or employment. In doing so, the Committee will recognise and balance the interests of shareholders and the departing Executive Director, as well as the interests of the remaining Directors. Where the Committee retains discretion it will be used to provide flexibility in certain situations, taking into account the particular circumstances of the Director’s departure and performance.

Non-Executive Directors

The table below sets out the Company’s Remuneration Policy for Non-Executive Directors

Purpose and link to strategy	Operation	Opportunity	Performance metrics
Non-Executive Director fees
Attract and retain high calibre individuals with appropriate knowledge and experience	Fees paid to Non-Executive Directors are determined and approved by the Board as a whole. The Committee recommends the remuneration of the Chair to the Board. Fees are reviewed from time to time and adjusted to reflect market positioning and any change in responsibilities. Non-Executive Directors are not eligible to participate in the annual bonus plan or share-based plans and, save as noted below, do not receive any benefits (including pension) other than fees in respect of their services to the Company. Non-Executive Directors may be eligible to receive certain benefits as appropriate such as the use of secretarial support, travel costs or other benefits that may be appropriate. If tax is payable in respect of any benefit provided, the Company may make a further payment to cover the tax liability.	Fees are based on the level of fees paid to Non-Executive Directors serving on Boards of similar-sized listed companies and the time commitment and contribution expected for the role. The Articles of Association provide that the ordinary remuneration of Directors (i.e. Directors’ fees, not including executive remuneration) shall not exceed a fixed amount or such other amount as determined by an ordinary resolution of the Company. The current limit was set at the Annual General Meeting held in 2013, when it was increased to €1.0 million in aggregate.	Not applicable.
Additional Fees
Provide compensation to Non-Executive Directors taking on additional responsibility	Non-Executive Directors receive a basic fee and an additional fee for further duties (for example chairship of a committee or Senior Independent Director responsibilities) or time commitments.		Not applicable.
Shareholding Guidelines
Provide alignment of interest between Non-Executive Directors and shareholders	Non-Executive Directors build up their individual shareholding to 50% of their annual base fee within 3 years of their appointment or within 3 years from the date of approval of the Remuneration Policy, if later. An annual review against the guidelines is put in place, after Q4, which would allow 25% of the fee to be invested into stock if the current holding does not meet 50% of the annual base fee. The fee and the share price on the date of the fourth fee payment of the year is the test of whether the guideline is met.		Not applicable

Letters of appointment

Each of the Non-Executive Directors in office during the financial year was appointed by way of a letter of appointment. Each appointment was for an initial term of three years, renewable by agreement (but now subject to annual re-election by the members in General Meeting). The letters of appointment are dated as follows:

Non-Executive Director	Date of letter of appointment
Stewart Gilliland	17 April 2012 (Chair)
Vineet Bhalla	26 April 2021
Jill Caseberry	7 February 2019
Jim Clerkin	1 April 2017
Vincent Crowley	23 November 2015
Emer Finnan	4 April 2014
Helen Pitcher	7 February 2019
Jim Thompson	7 February 2019

The letters of appointment are each agreed to be terminable by either party on one month’s notice and do not contain any pre-determined compensation payments in the event of termination of office or employment.

Annual Remuneration Report

Remuneration in detail for the Year ended 28 February 2021

Directors’ Remuneration (Audited)

The following table sets out the total remuneration for directors for the year ended 28 February 2021 and the prior year.

Single Total Figure of Remuneration – Executive Directors (Audited)

The table below reports the total remuneration receivable in respect of qualifying services by each Executive Director during the year ended 28 February 2021 and the prior year. Stewart Gilliland was interim Executive Chair from 1 March 2020 until 2 November 2020, at which point he reverted to his role of Non-Executive Chair; given his current role, his remuneration for the whole year is included in the Single Total Figure of Remuneration Table for Non-Executive Directors on page 128.

	Salary/fees (a)		Taxable benefits (b)		Annual bonus (c)		Long term incentives (d)		Pension related benefits (e)		Termination payments (f)		Miscellaneous (g)		Total
Year ended February	2021	2020	2021	2020	2021	2020	2021	2020	2021	2020	2021	2020	2021	2020	2021	2020
	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000
Executive Directors
David Forde1	230	-	17	-	-	-	-	-	12	-	-	-	1,472	-	1,731	-
Stephen Glancey2	-	698	-	52	-	174	-	1,120	-	175	-	698	-	56	-	2,973
Patrick McMahon3	255	-	19	-	-	-	-	-	13	-	-	-	-	-	287	-
Andrea Pozzi	311	368	27	28	-	46	-	544	90	92	-	-	-	-	428	1,078
Jonathan Solesbury4	137	497	13	37	-	124	-	1,020	48	124	641	-	37	-	198	1,802
Total	933	1,563	76	117	-	344	-	2,684	163	391	641	698	1,509	56	3,322	5,853

The remuneration for Stephen Glancey, Jonathan Solesbury and Andrea Pozzi was translated from Sterling using the average exchange rate for the relevant year. For Executive Directors who joined or left in the year, salary, taxable benefits, annual bonus, long term Incentives and pension relates to the period in which they served as an Executive Director.

1. Figures for David Forde are from 2 November 2020, the date he joined the Board.

2. Stephen Glancey left the Board on 15 January 2020 and the Group on 29 February 2020. The remuneration referred to in the table above for FY2020 is the remuneration he earned for the full year.

3. Figures for Patrick McMahon are from 23 July 2020, the date he joined the Board.

4. Figures for Jonathan Solesbury are to 23 July 2020 (the date he left the Board) plus certain payments made to him in connection with the cessation of his employment on 31 August 2020 (following the conclusion of a handover period) as further described on page 125.

Details on the valuation methodologies applied are set out in Notes (a) to (g) below. The valuation methodologies are as required by the Regulations and are different from those applied within the financial statements, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”).

Notes to Directors’ Remuneration Table

(a) Salaries and fees

The amounts shown are the amounts earned in respect of the financial year.

(b) Taxable benefits

The Executive Directors received a cash allowance of 7.5% of base salary. The Group provided death-in-service cover of four times annual base salary and permanent health insurance (or reimbursement of premiums paid into a personal policy).

(c) Annual bonus

No bonus scheme was implemented in FY2021 due to the unpredictability of COVID-19.

(d) Long term incentives

1. The amounts shown in respect of long term incentives are the values of awards where final vesting is determined as a result of the achievement of performance measures or targets relating to the financial year and is not subject to achievement of further measures or targets in future financial years.

2. The awards granted in May 2018 in respect of the LTIP and ESOS, the performance conditions for these awards are detailed in note 4 (Share-Based Payments). These awards lapsed in full.

LTIP Performance Conditions

Performance condition	Weighting	Performance target	% of element vesting
Compound annual growth in Underlying EPS over the three yearperformance period FY2019, FY2020 and FY2021	33%
Threshold		3%	25%
Maximum		8%	100%
Free cash flow Conversion	33%
Threshold		65%	25%
Maximum		75%	100%
Return on Capital Employed	33%
Threshold		9.3%	25%
Maximum		10%	100%

ESOS Performance Conditions

Performance condition	Performance target	% of element vesting
Compound annual growth in Underlying EPS over the three yearperformance period FY2019, FY2020 and FY2021
Threshold	2%	25%
Maximum	6%	100%

Details of the performance conditions for the 2017 LTIP and ESOS awards were included in the Directors’ Remuneration Report last year.

(e) Pensions related benefits

No Executive Director accrued any benefits under a defined benefit pension scheme. Under their service contracts, Executive Directors received a cash payment of 25% of base salary (or 5% of salary for David Forde and Patrick McMahon) in order to provide their own pension benefits as disclosed in column (e) of the table.

(f) Termination payments

Stephen Glancey stepped down as Group Chief Executive Officer with effect from 15 January 2020 and left the Company on 29 February 2020. Details of payments made to Stephen Glancey in connection with his leaving the Company were included in the prior year Directors’ Remuneration Report.

Jonathan Solesbury retired from the Board as Group Chief Financial Officer on 23 July 2020 and left the business on 31 August 2020 following the conclusion of a handover period. Between 23 July 2020 and 31 August 2020 he continued to receive his basic salary and contractual benefits (with the basic salary subject to the 20% reduction referred to on page 103). Following his departure from the business, he received €641,129 in lieu of his notice period.

(g) Miscellaneous

The miscellaneous payments are: (1) in respect of 2020, a payment made to Stephen Glancey in relation to holiday entitlement, as disclosed in the Directors’ Remuneration Report for the year ended 29 February 2020; (2) in respect of 2021, the awards granted to David Forde to compensate him for remuneration forfeited to join C&C as referred to on pages 105 to 106; and (3) in respect of 2021, a payment of €37,221 made to Jonathan Solesbury in relation to holiday entitlement that was not taken at the time of stepping down from the Board.

Additional Information

Fees from external appointments

None

Payments to Former Directors and Payments for Loss of Office

There were no payments to former Directors or payments for loss of office other than those made to Jonathan Solesbury, as outlined above.

Directors’ Shareholdings and Share Interests

Shareholding guidelines

Executive Directors are required to build up (and maintain) a minimum holding of shares in the Company. Under the existing policy, the CEO was expected to maintain a personal shareholding of at least two times’ salary, while other Executive Directors were required to hold one times’ salary. This has been increased to two times’ salary for all Executive Directors under the new Policy.

Executive Directors are expected to retain 50% of the after tax value of vested share awards until at least the shareholding guideline has been met.

Under the new Policy, Non-Executive Directors are required to build up and maintain a shareholding equivalent to 50% of their annual base fee within 3 years of their appointment or within 3 years from the date of approval of the Policy, if later.

Executive Directors’ Interests in Share Capital of the Company (Audited)

The beneficial interests, including family interests, of the Directors and the Company Secretary in office at 28 February 2021 in the share capital of the Company are detailed below:

	28 February 2021 (or date of retirement from the Board if earlier) Total	1 March 2020 (or date of appointment if later) Total
Directors
David Forde*	-	-
Patrick McMahon	52,473	2,858
Andrea Pozzi	126,514	66,465
Total	178,987	69,323
David Forde was granted 842,636 C&C shares on 3 November 2020 with a value of €1,420,410. 50% of this award will vest in November 2022 and 50% in November 2023.
Company Secretary
Mark Chilton *	18,005	17,587

* Mark Chilton elected to participate in the UK SIP during the year, pursuant to which he was granted a number of matching shares, as permitted by the legislation.

Between 28 February 2021 and 14 May 2021, being the latest practicable date, Patrick McMahon acquired 168 shares under the Irish APSS. There were no other changes in the above Directors’ or the Company Secretary’s interests between these dates.

For more details on the Profit Sharing Scheme, please see page 115.

The Directors and Company Secretary have no beneficial interests in any Group subsidiary or joint venture undertakings.

Share incentive plan interests awarded during year (Audited)

LTIP

The table below sets out the plan interests awarded to Executive Directors’ during the year ended 28 February 2021. Awards granted under the LTIP are subject to performance conditions as set out on page 105 measured over a performance period from 1 March 2020 to 28 February 2023. During the year, David Forde was granted awards (“Buy-Out Awards”) to replace remuneration forfeited upon his departure from his former employer. Buy-Out Award 1 will vest on 3 November 2022 and Buy-Out Award 2 will vest on 3 November 2023.

Executive Director	Type of award	Maximum opportunity	Number of shares	Face value (at date of grant in Euros)2	% of maximum opportunity vesting at threshold
David Forde	LTIP	134% of base salary	363,357	924,380	25%
	Buy-Out Award 13	N/A	421,318	710,205	N/A
	Buy-Out Award 23	N/A	421,318	710,205	N/A
Patrick McMahon	LTIP	134% of base salary	221,174	562,666	25%
Andrea Pozzi	LTIP	134% of base salary	188,421	479,343	25%

1. The LTIP awards were granted in the form of nil cost options over €0.01 ordinary shares in the Company.

2. The face value of LTIP awards is based on the number of shares under award multiplied by the closing share price of the day before the date of grant on 2 December 2020 converted into Euro, being £2.285 (€2.544). The face value of the Buy-Out Awards is based on the number of shares under award multiplied by the closing share price of the grant date 2 November 2020 converted into €, being £1.518 (€1.685).

3. The Buy-Out Awards were granted in the form of nil cost options over €0.01 ordinary shares in the Company. The number of shares under award was determined by reference to the value of the forfeited remuneration and accordingly the “Maximum opportunity” is not expressed as a percentage of base salary. The awards are not subject to performance conditions and accordingly there is no percentage vesting “at threshold”.

Directors’ Interests in Options (Audited)

Interests in options over ordinary shares of €0.01 each in the Company

Directors	Date ofgrant	Exercise price	Plan	Exercise period	Total at1 March 2020 (or date of appointment if later)	Awardedin year	Exercisedin year	Lapsed in year	Total at28 February 2021
David Forde	3/11/20	€0.00	Buy-out 1	3/11/22-3/11/30		421,318			421,318
	3/11/20	€0.00	Buy-out 2	3/11/23-3/11/30		421,318			421,318
	2/12/20	€0.00	LTIP	2/12/23 – 2/12/30		363,357			363,357
				Total		1,205,993			1,205,993
Andrea Pozzi	21/5/14	€0.00	R&R	21/5/17 – 20/5/21	4,360		4,360
	29/10/15	€0.00	R&R	17/5/17 – 28/10/22	7,128		7,128
	1/6/17	€0.00	LTIP	1/6/20 – 31/5/27	97,888		97,888
	1/6/17	€3.40	ESOS	1/6/20 – 31/5/27	146,833				146,833
	31/5/18	€0.00	LTIP	31/5/21 – 30/5/28	110,845				110,845*
	31/5/18	€2.99	ESOS	31/5/21 – 30/5/28	166,268				166,268*
	23/5/19	€0.00	LTIP	23/5/22 - 31/5/29	142,904				142,904
	2/12/20	€0.00	LTIP	2/12/23 – 2/12/30		188,421			188,421
				Total	676,226	188,421	109,376		755,271
Patrick McMahon	01/08/17	€0.00	LTIP	01/08/20 – 01/08/27	75,980		75,980
	11/02/19	€0.00	LTIP	11/02/22 – 28/02/29	124,794				124,794
	2/12/20	€0.00	LTIP	2/12/23 – 2/12/30		221,174			221,174
				Total	200,774	221,174	75,980		345,968
Mark Chilton	11/2/19	€0.00	LTIP	11/2/24 – 10/2/29	86,334				86,334
				Total	86,334				86,334

Key: ESOS – Executive Share Option Scheme; LTIP – Long Term Incentive Plan approved in 2015; R&R – Recruitment & Retention Plan (legacy awards and not applicable to Executive Directors)

* The May 2018 LTIP and ESOS Awards lapsed in full subsequent to the FY2021 year-end.

No price was paid for any award of options. The price of the Company’s ordinary shares as quoted on the London Stock Exchange at the close of business on 26 February 2021 (being the last working day) was £2.58 (29 February 2020: £3.28). The price of the Company’s ordinary shares ranged between £1.45 and £3.36 during the year.

There was no movement in the interests of the Directors in options over the Company ordinary shares between 28 February 2021 and 26 May 2021.

Single Total Figure of Remuneration – Non-Executive Directors (Audited)

The table below reports the total fees receivable in respect of qualifying services by each Non-Executive Director during the year ended 28 February 2021 and the prior year. Stewart Gilliland was interim Executive Chair from 15 January 2020 until 2 November 2020, at which point he reverted to his role as Non-Executive Chair; given his role, his remuneration for the whole year is included in the following Single Total Figure of Remuneration Table.

Each Non-Executive Director agreed to waive their fees for the year in relation to their services on Stakeholder Engagement due to the outbreak of COVID-19. Fees are the only element of the Non-Executive Directors’ remuneration.

	Salary/fees
Year ended February	2021	2020
	€’000	€’000
Non-Executive Directors
Jill Caseberry	64	69
Jim Clerkin	61	65
Vincent Crowley1	80	86
Emer Finnan	84	92
Stewart Gilliland2	377	278
Geoffrey Hemphill3	-	11
Richard Holroyd4	-	19
Helen Pitcher	82	85
Jim Thompson	71	69
Total	819	774

1. Vincent Crowley was appointed as Senior Independent Director from 1 June 2019.

2. The fees paid to Stewart Gilliland for the year ending 28 February 2021 reflect his appointment as Interim Executive Chair from 16 January 2020 until 2 November 2020.

3. Geoffrey Hemphill stepped down from the Board on 1 May 2019; the figures reflect his remuneration until his departure.

4. Richard Holroyd stepped down from the Board on 31 May 2019; the figures reflect his remuneration until his departure.

Fees paid to Non-Executive Directors are determined and approved by the Board as a whole. The Committee recommends the remuneration of the Chair to the Board.

Fees are reviewed from time to time and adjusted to reflect market positioning and any change in responsibilities.

Non-Executive Directors receive a base fee and an additional fee for further duties as set out on in the following table:

Non-Executive Role / Position	Fees €
Base fee	65,000
Senior Independent Director	15,000
Audit Committee Chair	25,000
Remuneration Committee Chair	20,000
ESG Committee Chair	20,000
Audit Committee member	5,000
ESG Committee member	5,000
Remuneration Committee member	5,000
Nomination Committee member	3,000
Stakeholder engagement - one segment of business	3,000
Stakeholder engagement - two segments of business	5,000

Shareholding guidelines

Non-Executive Directors are required to build up (and maintain) a minimum holding of shares in the Company of at least 50% of their base fee, within three years of their appointment or within 3 years of the date approval of the 2021 Policy, if later.

Non-Executive Directors’ Interests in Share Capital of the Company (Audited)

The beneficial interests, including family interests, of the Non-Executive Directors who served during the year in the share capital of the Company are detailed below:

	28 February 2021 (or date of retirement from the board if earlier) Total	1 March 2020 (or date of appointmentif later) Total
Directors
Jill Caseberry	5,000	5,000
Jim Clerkin	45,000	40,000
Vincent Crowley	20,000	20,000
Emer Finnan	7,954	7,954
Stewart Gilliland	129,165	89,165
Helen Pitcher	-	-
Jim Thompson	157,780	157,780
Total	364,899	319,899

There were no changes in the above Non-Executive Directors’ share interests between 28 February 2021 and 26 May 2021.

Performance graph and table

This graph shows the value, at 28 February 2021, of £100 invested in the Company on 28 February 2011 compared to the value of £100 invested in the FTSE 250 Index. The Company became a member of the FTSE 250 Index on the London Stock Exchange on 23 December 2019 and the Committee believes that this is the most appropriate index against which to compare the performance of the Company (prior to this the Company had its primary listing on the Irish Stock Exchange).

Chief Executive Officer

The following table sets out information on the remuneration of the Chief Executive Officer for the ten years to 28 February 2021:

		Total Remuneration €’000	Annual Bonus (as % of maximum opportunity)	Long term incentives vesting (as % of maximum number of shares)
FY2012	John Dunsmore (to 31/12/11)	1,126	75%	100%
FY2012	Stephen Glancey (from 1/1/12)	956	75%	100%
FY2013	Stephen Glancey	1,321	Nil	100%
FY2014	Stephen Glancey	1,152	18.75%	7%
FY2015	Stephen Glancey	980	Nil	Nil
FY2016	Stephen Glancey	1,230	25%	Nil
FY2017	Stephen Glancey	1,052	Nil	Nil
FY2018	Stephen Glancey	994	18%	Nil
FY2019	Stephen Glancey	1,777	100%	Nil
FY2020	Stephen Glancey (to 15/01/20)	2,219	25%	100%
FY2020	Stewart Gilliland (from 16/01/20)	71	N/A	N/A
FY2021	Stewart Gilliland (to 02/11/20)	301	N/A	N/A
FY2021	David Forde (from 02/11/20)	1,731	Nil	Nil

The amounts set out in the above table were translated from Sterling based on the average exchange rate for the relevant year.

FY2020 and FY2021: Stephen Glancey retired as Group Chief Executive Officer on 15 January 2020 and Stewart Gilliland was appointed Interim Executive Chair from 16 January 2020 until 2 November 2020 when David Forde was appointed Chief Executive Officer. The salary, taxable benefits, annual bonus, long term incentives and pension figures are calculated for the period in office.

Total remuneration for David Forde includes the Buy-Out awards granted to compensate him for remuneration forfeited to join C&C as referred to on pages 105 to 106.

Ratio of the pay of the CEO to that of the UK lower quartile, median and upper quartile employees

The table below shows the ratio of the pay of the CEO to that of the UK lower quartile, median and upper quartile full-time equivalent employees in FY2020 and FY2021. For the wider workforce, the value of benefits provided in the year has not been included as the data is not readily available. In the view of the Company, this does not have a meaningful impact on the pay ratios.

The FY2020 figures are presented on the same basis as in the Directors’ Remuneration Report for the prior year.

In FY2021, Stewart Gilliland was interim Executive Chair from 1 March 2020 until 2 November 2020 when David Forde was appointed Chief Executive Officer, at which point he reverted to his role as Non-Executive Chair. Stewart Gilliland’s remuneration as interim Executive Chair and David Forde’s total remuneration as Group Chief Executive Officer during FY2021 have been included in the calculations of the CEO pay ratio.

The UK regulations provide three methods for the calculation of the CEO Pay Ratio, A, B and C with Option A (modified) being the preferred method as it is the most statistically accurate one. Remuneration for other employees for the purposes of the calculation is for the financial year FY2021. In calculating the ratio, the Company determined full time equivalent annual remuneration for UK employees, employed in the business as at 28 February 2021. Set out below is the remuneration and salary component of that remuneration for the CEO and for employees in the 25th, 50th (median) and 75th quartiles.

Year	CEO total remuneration(salary) €	25th percentile employee remuneration(salary) €	Median employee remuneration(salary) €	75th percentile employee remuneration(salary) €
2020	2,218,941 697,964	26,146 24,080	32,257 30,024	45,075 39,232
2021	2,031,946 531,161	23,465 22,146	29,667 27,894	42,290 38,358

Salary Only Ratios

Year	Method	25th percentile ratio	Median ratio	75th percentile ratio
2020	Option A	29.0:1	23.2:1	17.8:1
2021	Option A	24.0:1	19.0:1	13.8:1

Total Remuneration Ratios

Year	Method	25th percentile ratio	Median ratio	75th percentile ratio
2020	Option A	84.9:1*	68.8:1*	49.2:1*
2021	Option A	86.6:1	68.5:1	48.0:1

*The total remuneration ratios for 2020 have been restated to correct an error in the prior year ratio calculation.

The Company believes that the median pay ratio for FY2021 is consistent with the pay, reward and progression policies for the UK employees. The change in the ratios between FY2020 and FY2021 are attributable to a number of factors including the FY2021 CEO remuneration being the aggregate of the Executive Chair’s and CEO’s remuneration, the reduction in Directors’ remuneration in FY2021 and a significant proportion of employees being placed on furlough during FY2021, as a result of the COVID-19 pandemic.

Annual Percentage Change in Remuneration of Directors and Employees

To reflect the most recent UK regulations in relation to remuneration reporting, this year we are reporting the percentage change in salary/fees and bonus of the Directors and employees. The UK Regulations also require that this disclosure be included in relation to benefits however due to the difficulty in obtaining this data, we have decided not to include benefits for the purpose of the calculation, consistent with our approach to the CEO Pay Ratio. The table below shows the percentage change in each Director’s salary/fees and bonus between the year ended 29 February 2020 and the year ended 28 February 2021, and the average percentage change in the same remuneration over the same period in respect of the Company’s UK full time equivalent employees, by reported numbers. We have used the Company’s UK full time equivalent employees as the comparator group for consistency with the approach to the CEO Pay Ratio calculation.

The average employee change has been calculated by reference to the mean of employee pay. David Forde and Patrick McMahon were appointed to the Board during FY2021 and, accordingly, they have been excluded from the table below. Jonathan Solesbury has also been excluded as he stepped down from the Board on 23 July 2020.

	Average Employee1	Andrea Pozzi2	Stewart Gilliland2	Jill Caseberry2	Jim Clerkin2	Vincent Crowley2	Emer Finnan2	Helen Pitcher2	Jim Thompson2
Salary/Fees	(4.2%)	(15.6%)	35.6%	(7.2%)	(6.2%)	(7.0%)	(8.7%)	(3.5%)	2.9%
Annual Bonus	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

1. Due to the impact of COVID-19, a significant proportion of employees were placed on furlough during FY2021, resulting in a reduction in the salaries they earned.

2. Each Director took a voluntary reduction in salary in FY2021 due to the impact of COVID-19 which had an impact on the fees given for additional services. Jim Thompson’s fee increased during FY2021 due to his appointment as Chair of the ESG Committee in September 2020.

3. The increase in Stewart Gilliland’s salary/fee was not attributable to an increase in the remuneration paid for a role, but rather a change in role. Stewart was interim Executive Chair until 2 November 2020 when David Forde was appointed Chief Executive Officer, at which point Stewart reverted back to his position as Non-Executive Chair.

Shareholder Voting at 2018 and 2020 Annual General Meeting

The following table sets out the votes at our most recent AGM in respect of the Report and the votes at the 2018 AGM in relation to the Policy.

Directors’ Remuneration Report

AGM	For	Against	Withheld
2020	245,928,278	1,701,080	9,738

Directors’ Remuneration Policy

AGM	For	Against	Withheld
2018	230,550,915	46,281	557,974

The Company is committed to ongoing shareholder dialogue and takes shareholder views into consideration when formulating remuneration policy and practice. To the extent that there are substantial numbers of votes against resolutions in relation to directors’ remuneration, the Company will seek to understand the reasons for any such vote and will provide details of any actions in response to such a vote.

The Company is incorporated in Ireland and is therefore not subject to the UK company law requirement to submit its Directors’ Remuneration Policy (‘Policy’) to a binding vote. Nonetheless, in line with our commitment to best practice, at the AGM in July 2018, our revised Policy was approved by our shareholders on an advisory basis. At the 2021 AGM, shareholders are invited to vote on the 2021 Annual Remuneration Report and the proposed Remuneration Policy for 2021-2024.

This report was approved by the Board and signed on its behalf by

Helen Pitcher OBE

Chair of the Remuneration Committee

26 May 2021