Governance

The Committee has defined Terms of Reference which can be found in the Investor Centre section of the Group’s website. A copy may be obtained from the Company Secretary.

Remuneration Committee Membership and Meeting Attendance

The following Non-Executive Directors served on the Committee during the year:

Member	Member since	Number of Meetings Attended	Maximum Possible Meetings
Helen Pitcher (Chair)	1 March 2019	13	13
Vineet Bhalla	27 October 2021	2	2
Jill Caseberry1	1 March 2019	12	13
Jim Clerkin2	24 October 2019	10	11

1. Jill Caseberry was unable to attend the meeting on 16 September 2021 due to a prior engagement.

2. Jim Clerkin was unable to attend the meeting on 7 December 2021 due to a prior engagement.

All members of the Committee are and were considered by the Board to be independent.

The quorum necessary for the transaction of business is two, each of whom must be a Non-Executive Director. Only members of the Committee have the right to attend committee meetings, however, during the year, the Chair, the Group CEO, the Group CFO, the Group Director of Human Resources, the interim Group Director of Human Resources, members of the finance team, HR and ESG teams, along with representatives from Clifford Chance solicitors and Deloitte, remuneration advisers, were invited to attend meetings (although never during the discussion of any item affecting their own remuneration or employment).

The Company Secretary is Secretary to the Committee.

Main Activities in FY2022

• Approval of the FY2021 bonus and LTIP measures;
• Approval of the Directors’ Remuneration Committee Report for the financial year ended 28 February 2021;
• Reviewing and consulting with shareholders on the revised Directors’ Remuneration Policy and incorporation of their feedback, where applicable;
• Considering the impact of COVID-19 on the Executive and all employee remuneration arrangements, ensuring the alignment of executive compensation with the wider stakeholder experience;
• Approval of the FY2022 bonus and LTIP measures;
• Considering the Rights Issue in relation to employee share plans;
• Considering the results and implications of the UK gender pay gap report and reviewing and commenting on recommendations to address the gap and challenges faced by the sector;
• Examining the financial and commercial impact for adopting, as a minimum pay rate, the real Living Wage (as promulgated by The Living Wage Foundation) for all employees (rather than the UK’s National Living Wage);
• Commencing a review to evaluate and grade each role, leading to the creation of a framework for consistent, transparent and appropriate compensation and benefits group wide;
• Considering and recommending to the Board the terms of Ralph Findlay’s appointment as Chair;
• Considering the remuneration arrangements of Executive Committee members and senior management; and
• Considering the FY2023 remuneration structure.

External Advisers

The Committee seeks and considers advice from independent remuneration advisers where appropriate. During the year ended 28 February 2022, the Committee obtained advice from Deloitte LLP. Deloitte’s fees for this advice amounted to £14,365 (excluding VAT) charged on a time or fixed fee basis. Deloitte is one of the founding members of the Remuneration Consultants’ Code of Conduct and adheres to this Code in its dealings. The Committee is satisfied that the advice provided by Deloitte is objective and independent. The Committee is comfortable that the Deloitte engagement team that provide remuneration advice to the Committee do not have connections with the Company that may impair their independence.

Committee Evaluation

The evaluation of the Committee was completed as part of the 2022 internal board evaluation process. An explanation of how this process was conducted, the conclusions arising from it and the action items identified are set out on page 98. The Committee has considered this in the context of the matters that are applicable to the Committee.

Remuneration at a glance

Remuneration Outcomes as at 28 February 2022

Element	David Forde	Patrick McMahon
Base salary as at 28 February 2022 – as set out in last year’s Report, no changes were made to Executive Directors’ salaries for FY2022	€690,000	€420,000
Pension (% of base salary)	5%	5%
Benefits	7.5%	7.5%
Annual Bonus	N/A1	N/A1
LTIP (% of max)	N/A2	N/A2

1 As noted above, neither Executive Director was eligible to earn a bonus in respect of FY2022.

2 Neither David Forde nor Patrick McMahon had an LTIP capable of vesting by reference to performance in FY2022.

Remuneration Policy

Introduction

The current Remuneration Policy for Directors was approved at the 2021 AGM. As no changes to the Policy are proposed this year, the Policy will not be subject to a vote at the 2022 AGM. Therefore, we have not included the full Policy in this report, but have included those parts that we think shareholders will find most useful; the full Policy is included in the Annual Report and Accounts for the year ended 28 February 2021, which is available on the Company’s website at www.candcgroup.com.

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 Directors’ 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).	A contribution and/or cash allowance not exceeding the level available to the majority of the Group’s workforce.	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.	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 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.

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

*Andrea Pozzi stepped down from the Board on 1 September 2021.

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 at 28 February 2022 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
Vincent Crowley	23 November 2015
Ralph Findlay	16 September 2021
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 2022

Directors’ Remuneration (Audited)

The following table sets out the total remuneration for directors for the year ended 28 February 2022 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 2022 and the prior year.

	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	2022	2021	2022	2021	2022	2021	2022	2021	2022	2021	2022	2021	2022	2021	2022	2021
	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000
Executive Directors
David Forde	690	230	52	17	-	-	-	-	34	12	-	-	-	1,472	776	1,731
Patrick McMahon	420	255	33	19	-	-	-	-	21	13	-	-	-	-	474	287
Andrea Pozzi1	188	311	14	27	-	-	-	-	38	90	-	-	-	-	240	428
Jonathan Solesbury2	-	137	-	13	-	-	-	-	-	48	-	641	-	37	-	876
Total	1298	933	99	76	-	-	-	-	93	163	-	641	-	1,509	1,490	3,322

The remuneration for 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 Andrea Pozzi are to 1 September 2021 (the date he left the Board).

2. 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 (as further described on page 125 in the 2021 Annual Report).

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).

Patrick McMahon elected to participate in the Irish APSS during the year, an “all employee plan” for employees in Ireland. Under that plan, the Company awarded a number of “free” shares in connection with his purchase of “contributory” shares, as permitted by the legislation. The value of those shares at the date of the awards has been included in the taxable benefit column (€1,728). For more details on the Profit Sharing Scheme, please see page 123.

(c) Annual bonus

No bonus scheme was implemented in FY2022 for Executive Directors 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 2019 under the LTIP were subject to the performance conditions set out below. The threshold level of performance was not achieved and the awards lapsed in full subsequent to the year end.

LTIP Performance Conditions

Performance condition	Weighting	Performance target	% of element vesting
Compound annual growth in Underlying EPS over the three yearperformance period FY2020, FY2021 and FY2022	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%

(e) Pensions related benefits

No Executive Director accrued any benefits under a defined benefit pension scheme. Under their service contracts, the Group’s current Executive Directors received a cash payment of 5% of base salary in order to provide their own pension benefits as disclosed in column (e) of the table. Andrea Pozzi’s pension provision reflects his legacy arrangements as described in the FY2021 Directors’ Remuneration Report.

(f) Termination payments

Jonathan Solesbury retired from the Board as Group Chief Financial Officer on 23 July 2020 and left the business on 31 August 2020. Payments made to him after 23 July 2020 were included in the FY2021 Report.

(g) Miscellaneous

The miscellaneous payments were described in the FY2021 Report.

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 in FY2022 other than payments made to Andrea Pozzi in connection with his ongoing employment by the Group following his stepping down from the Board with effect from 1 September 2021.

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 Policy, the Executive Directors are expected to maintain a personal shareholding of at least two times’ salary,

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.

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 2022 in the share capital of the Company are detailed below:

	28 February 2022 Total	1 March 2021 Total
Directors
David Forde	48,092	-
Patrick McMahon	87,939	52,473
Total	136,031	52,473

The Executive Directors' progress towards satisfying the shareholding requirements is shown in the table below:

Director	Shareholding	Target value	Value as at 28 February 2022*
David Forde	48,092	€1,380,000	€121,453
Patrick McMahon	87,939	€840,000	€222,084

* The value is based on the number of shares multiplied by the closing share price on 28 February 2022, converted into Euro using a FX rate of 0.8355, being £2.11 (€2.53).

Company Secretary
	28 February 2022 Total	1 March 2021 Total
Mark Chilton *	22,693	18,005

* 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 2022 and 12 May 2022, being the latest practicable date, Patrick McMahon acquired 242 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 123.

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 2022. Awards granted under the LTIP are subject to performance conditions as set out on page 117 measured over a performance period ending at the end of February 2024.

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	150% of base salary	377,953	1,035,000	25%
Patrick McMahon	LTIP	150% of base salary	230,058	630,000	25%
Andrea Pozzi	LTIP	150% of base salary	204,910	561,000	25%

1. The LTIP awards were granted on 15 June 2021 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 on 14 June 2021 (being the day before the date of grant) converted into Euro, being £2.352 (€2.738).

Directors’ Interests in Options (Audited)

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

Directors	Date of grant	Exercise price	Plan	Exercise period	Total at 1 March 2021 (or date of appointment if later)	Awarded in year	Exercised in year	Lapsed in year	Total at 28 February 2022
David Forde	3/11/20	€0.00	Buy-out 11	3/11/22-3/11/30	421,318	28,3092	-	-	449,627
	3/11/20	€0.00	Buy-out 21	3/11/23-3/11/30	421,318	28,3092	-	-	449,627
	2/12/20	€0.00	LTIP	2/12/23 – 2/12/30	363,357	24,4152	-	-	387,772
	15/06/21	€0.00	LTIP	15/06/24 – 15/06/31	-	377,953	-	-	377,953
				Total	1,205,993	458,986	-	-	1,664,979
Patrick McMahon	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	14,8612	-	-	236,035
	15/06/21	€0.00	LTIP	15/06/24 – 15/06/31	-	230,058	-	-	230,058
				Total	345,968	244,919	-	(124,794)	466,093
Mark Chilton	11/02/19	€0.00	LTIP	11/02/22 – 10/2/29	86,334	-	-	(86,334)	-
	16/06/21	€0.00	R&R	16/06/22 – 16/06/28	-	48,894	-	-	-
				Total	86,334	48,894	-	(86,334)	48,894

Key: LTIP – Long Term Incentive Plan approved in 2015;

1. During FY2021, David Forde was granted awards (“Buy-Out Awards”) to replace remuneration forfeited upon his departure from his former employer. 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.

2. The awards granted on 3 November 2020 and 2 December 2020 were adjusted in the year to reflect the impact of the Rights Issue in line with standard practice. The adjustment is shown as an additional number of shares “Awarded in year”.

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 28 February 2022 was £2.11 (26 February 2021 (being the last working day): £2.58). The price of the Company’s ordinary shares ranged between £2.03 and £2.98 during the year.

There was no movement in the interests of the Directors in options over the Company ordinary shares between 28 February 2022 and 17 May 2022.

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 2022 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 in FY2021 due to the outbreak of COVID-19. Fees are the only element of the Non-Executive Directors’ remuneration in FY2021.

	Salary/fees
Year ended February	2022	2021
	€’000	€’000
Non-Executive Directors
Vineet Bhalla1	54	-
Jill Caseberry	75	64
Jim Clerkin2	46	61
Vincent Crowley3	121	80
Emer Finnan3	126	84
Stewart Gilliland4	230	377
Helen Pitcher	93	82
Jim Thompson	90	71
Total	835	819

1. Vineet Bhalla was appointed to the Board on 26 April 2021.

2. Jim Clerkin left the Board on 27 October 2021.

3. An additional fee of €32,500 was paid to Vincent Crowley and Emer Finnan to reflect the significant additional time given to assisting the business on a number of projects particularly in relation to the Rights Issue. This included but was not limited to the preparation for and attendance at 15 additional sub-committee meetings.

4. 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. The fee paid to Stewart Gilliland for the year ending 28 February 2022 reflect his appointment as Non-Executive Chair.

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 €
Non-Executive Chair	230,000
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 in office at 28 February 2022 in the share capital of the Company are detailed below:

	28 February 2022 (or date of retirement from the board if earlier) Total	1 March 2021 (or date of appointmentif later) Total
Directors
Vineet Bhalla	10,000	-
Jill Caseberry	6,304	5,000
Vincent Crowley	25,216	20,000
Emer Finnan	10,028	7,954
Stewart Gilliland	166,089	129,165
Helen Pitcher	8,015	-
Jim Thompson	157,780	157,780
Total	383,432	319,899

There were no changes in the above Non-Executive Directors’ share interests between 28 February 2022 and 17 May 2022.

Performance graph and table

This graph shows the value, at 28 February 2022, of £100 invested in the Company on 28 February 2012 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 2022:

		Total Remuneration €’000	Annual Bonus (as % of maximum opportunity)	Long term incentives vesting (as % of maximum number of shares)
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
FY2022	David Forde	776	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 in FY2021 includes the Buy-Out awards granted to compensate him for remuneration forfeited to join C&C as referred to in the FY2021 Report.

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, FY2021 and FY2022. 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.

Figures for earlier years are presented on the same basis as in the Directors’ Remuneration Report for the prior year.

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 FY2022. In calculating the ratio, the Company determined full time equivalent annual remuneration for UK employees, employed in the business as at 28 February 2022. 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
2022	776,250 690,000	26,759 25,281	34,125 31,511	45,338 41,613

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
2022	Option A	27.3:1	21.9:1	16.6:1

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
2022	Option A	29.0:1	22.7:1	17.1:1

The Company believes that the median pay ratio for FY2022 is consistent with the pay, reward and progression policies for the UK employees. The change in the ratios between FY2021 and FY2022 are attributable to a number of factors including the FY2021 CEO remuneration being the aggregate of the Executive Chair’s and CEO’s remuneration 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

The table below reports the annual percentage change in salary/fees and bonus of the Directors and employees between FY2020 and FY2022 in accordance with the UK Regulations. 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 “average employee” disclosure shows 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. Vineet Bhalla was appointed to the Board during FY2022 and, accordingly, has been excluded from the table below. Andrea Pozzi and Jim Clerkin left the Board during FY2022 and, accordingly, have been excluded from the table below.

		Average Employee	David Forde4	Patrick McMahon4	Stewart Gilliland3	Jill Caseberry	Vincent Crowley5	Emer Finnan5	Helen Pitcher	Jim Thompson
Salary/Fees	FY2020 – FY20211,2	(4.2%)	N/A	N/A	35.6%	(7.2%)	(7.0%)	(8.7%)	(3.5%)	2.9%
	FY2021 – FY2022	1.6%	0.0%	0.0%	(38.9%)	17.2%	50.6%	49.4%	13.4%	26.8%
Annual Bonus	FY2020 – FY2021	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
	FY2021 – FY2022	0.6%	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 between FY2020 and FY2021 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. Similarly, the decrease in Stewart Gilliland’s salary/fee between FY2021 and FY2022 was not attributable to a decrease in the remuneration paid for a role, but rather the change in role as outlined above.

4. Each of David Forde and Patrick McMahon was appointed to the board during FY2021. For the purposes of the table above, their salary earned as a Director during that year has been annualised to determine the percentage change between FY2021 and FY2022. No bonus was earned by either Director in respect of FY2021 or FY2022.

5. An additional fee of €32,500 was paid to Vincent Crowley and Emer Finnan in FY2022 to reflect the significant additional time given to assisting the business on a number of projects particularly in relation to the Rights Issue.

Implementation of the Remuneration Policy in FY2023

Based on the continuation of the existing approach, the Committee intends to take the following approach to the implementation of the Policy for FY2023:

Salary

In line with the wider workforce, the Committee has agreed that executive salaries will increase by 3.5%.

Annual Bonus

The maximum opportunity will continue to be 100% of base salary. The operation of the annual bonus will continue broadly unchanged, reverting back to being based on full year targets, with 75% of the metrics for any bonus will be based on financial measures and the remainder on non-financial or strategic goals, including ESG measures.

Long-Term Incentives

The current intention is that awards of LTIPs will be made in late May / early June 2022. The Committee has yet to determine the performance measures, which may include EPS, free cash flow and return on capital employed along with an ESG based measure (with financial measures accounting for at least 75% of the awards). The Committee has determined that before the measures are set, it should review the first quarter’s trading and the latest assessment of any continuing measures to control the pandemic. The measures will be confirmed in the regulatory announcement when the awards are made.

Non-Executive Directors

Following a review, the Board has agreed that non-executive base fees will increase by 3.1% in FY2023.

Chair Fee

On 16 September 2021, we announced the appointment of Ralph Findlay as a director and Chair designate. Ralph Findlay joined the Board on 1 March 2022 as a Non-Executive Director and will succeed Stewart Gilliland as Chair following the 2022 AGM. As a Non-Executive Director, Ralph Findlay receives a fee of €65,000, which takes account of the 3.1% increase as explained above, and on his appointment as Chair will receive a fee of €250,000, which is slightly higher than that paid to Stewart Gilliland, but takes into account that the chair fee had not increased for ten years.

Shareholder Voting at 2021 Annual General Meeting

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

Directors’ Remuneration Report

AGM	For	Against	Withheld
2021	279,246,638	8,817,526	4,316

Directors’ Remuneration Policy

AGM	For	Against	Withheld
2021	273,330,524	14,729,936	4,153

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 2021, our Policy was approved by our shareholders on an advisory basis along with the 2021 Annual Remuneration Report.

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

Helen Pitcher OBE

Chair of the Remuneration Committee

17 May 2022