Management Incentive Plan Statement (Effective from 1 April 2009)
Management Incentive Plan Statement Page 1 of 10 Contents Management Incentive Plan Statement... 2 Participants 2 Principal terms and underlying principles 2 Annual incentive 4 Potential entitlement 6 Long-term incentive 8 Potential entitlement 8 Remuneration Committee discretion 8 Cascade of the Plan to other employee schemes 9 Compliance with objectives referred to in Condition 16 of the network licence 9
Management Incentive Plan Statement Page 2 of 10 Management Incentive Plan Statement The Management Incentive Plan ( the Plan ) for applies to Executive Directors, Senior Executives, Other Senior Executives and Route Based Executives with a significant level of responsibility within Network Rail as selected by the Remuneration Committee. The Plan has been prepared in accordance with Condition 16 Network Rail s network licence and the Incentive Policy referred to in the Articles of Association of Network Rail and is designed to provide an incentive regime based on the achievement and out-performance of the targets set out in the CP4 Delivery Plan 2009. The Plan has been updated to take account of the particular requirements of CP4, revisions to the Network Licence and a wider review of the appropriateness of future measures. It therefore introduces new measures for both the Annual Incentive and Long-Term Incentive elements of the scheme (the latter subject to approval at the AGM in July 2009). The performance period for the Annual Incentive element of the Plan is the financial year which starts on 1 April 2009 and ends on 31 March 2010. In addition, this Statement covers details of the Long-Term Incentive element for the three year performance period from 2009-10 to 2011-12. This Statement summarises the principal terms of the Plan and the way in which it will be cascaded to the rest of the organisation. It is published in accordance with Condition 16 of Network Rail s network licence. Participants The Plan applies to the following Executive Directors: Table 1 Executive Directors Role Chief Executive Group Finance Director Group Infrastructure Director Director, Infrastructure Investment Director, Operations and Customer Services Director, Planning and Regulation Name Iain Coucher Patrick Butcher Peter Henderson Simon Kirby Robin Gisby Paul Plummer In addition 43 Senior Executives will also participate in the Plan. This group of Senior Executives comprises Route Based Executives and other Senior Executives with a significant level of responsibility as selected by the Remuneration Committee. Principal terms and underlying principles The purpose of the Plan is to create the potential to reward outstanding performance based on individual contribution and the overall success of Network Rail in meeting the goals of the CP4 Delivery Plan 2009. The Plan contains both an annual and a long-term incentive element. The Plan provides an annual incentive for Executive Directors and Senior Executives (the Participants) based on key network performance measures calculated at group, local or functional/departmental levels, as appropriate to the Participant. Six key measures, which are described below, have been selected as the most relevant to all Participants in the Plan.
Management Incentive Plan Statement Page 3 of 10 The long-term incentive element of the Plan is designed to incentivise the organisation to work together as a team and with external parties throughout the industry over the medium term to achieve the key business objectives of the company and consistent year on year improvement to the network. The potential entitlement is calculated with reference to the relevant performance measures in respect of each Participant. The Remuneration Committee must take into account all factors it believes are appropriate for assessing overall business performance, including Network Rail s safety performance and has the specific discretion to override and reduce incentive payments in specified circumstances. The calculation formula, the maximum entitlement and the payment procedures are set out in the Plan. The Plan, therefore, ensures that a significant amount of total potential remuneration for the Participants is dependent on achieving demanding business performance measures aligned with the CP4 Delivery Plan 2009 goals and, as a result, provides a strong incentive for the Participants to successfully deliver them. The principal terms and underlying principles of the Plan have been developed having regard to the terms of Condition 16 of Network Rail s network licence. In addition, the Plan reflects the incentive principles outlined in the Incentive Policy: general principles, process and definition principles and business measurement principles.
Management Incentive Plan Statement Page 4 of 10 Annual incentive Performance measures and targets Following a review of the Plan in advance of Control Period 4, the Remuneration Committee has determined that two types of measure should be used in calculating bonus awards: a) Performance against four mechanistic elements (Public Performance, Asset Stewardship, Cost Efficiency, Passenger Satisfaction); and b) Performance against two judgemental elements (Customer Satisfaction, Progress on delivering major enhancement and renewal schemes). The amount payable to Executive Directors is calculated by reference to performance against the six performance measures (4 mechanistic and 2 judgemental) as follows: Mechanistic Measures: Public Performance Measure (weight 20%) The Public Performance Measure (PPM) used in this Plan incorporates the PPM for passenger journeys and an equivalent measure for freight journeys, with weightings which reflect the relative traffic flows of passenger and freight. Asset Stewardship Indicator (weight 20%) The Asset Stewardship Indicator measures the quality of Network Rail s asset stewardship, based on asset condition, reliability and performance across Network Rail s key asset categories. This is calculated by measuring relevant asset stewardship measures across the key asset categories using the following weightings: Table 2: Asset Categories included in the Asset Stewardship Indicator Asset Categories Factors Included in this Asset Category Weighting Track Signalling Electrification and Plant Good track geometry; Poor track geometry; Rail Breaks; Intervention and immediate action faults Condition Assessment; signalling failures causing over 10 minutes delay to trains Substation and contact system condition; power supply incidents causing train delays 40% 25% 10% Telecoms Telecoms condition 5% Operational Property Station Stewardship; Depot Stewardship 10% Structures Assets subject to special investigation or inspection; temporary speed restrictions 10% Cost Efficiency Measure (weight 20%) The Cost Efficiency Measure is defined as the annual cost of Network Rail, normalised by the capacity provided and adjusted by renewals activity. This is then compared to a baseline.
Management Incentive Plan Statement Page 5 of 10 This measure therefore reflects the savings made by Network Rail through unit cost and scope efficiencies. The Cost Efficiency Measure tracks the efficiency savings for all operating, maintenance and renewals costs. The measure is expressed as a percentage and reflects expenditure compared with the ORR pre-efficiency assumptions. The measure covers all O, M & R and measures total expenditure adjusted by the network capacity provided, as measured by vehicle miles and freight gross tonne miles. Each year, the Cost Efficiency Measure will measure cumulative efficiency across the whole of CP4 and the efficiency compared to the previous year. The targets for this Plan are expressed on an annual basis. Passenger Satisfaction (weight 20%) Passenger Satisfaction is measured through the National Passenger Survey (NPS) commissioned by Passenger Focus which provides a network wide picture of customers satisfaction with rail travel. The target used in this Plan is based on the overall satisfaction rating in that survey. The NPS measures satisfaction twice a year, and the ratings used as actuals for the purpose of the Plan will be the average of the 2 ratings in the relevant Plan year. Judgemental Measures: There are two judgemental measures where a simple index cannot be applied: the basis on which judgements under these measures will be made is described below: Customer Satisfaction (weight 10%) Customer Satisfaction is an assessment of how well Network Rail engages with its key customers (principally Passenger and Freight Operating Companies). The assessment of payments under this measure will be made by the Remuneration Committee, taking account of ORR s quarterly performance reports and principally the results of the Customer Satisfaction Survey carried out by Ipsos MORI. An improving result would produce a potential payment, the size of which would be determined by the Remuneration Committee, taking account of this and any other relevant information that may be available. Progress on delivering major enhancement and renewal schemes (weight 10%) An annual report on the degree of achievement of these schemes is produced by Network Rail. In determining the extent to which a payment will be made under this measure, the Remuneration Committee will make an overall judgement after reviewing the annual report. The independent reporters will also scrutinise Network Rail s delivery of major enhancement and renewals schemes. No payment will be made under this measure if a number of milestones are not achieved or authorised project costs are overspent. If most milestones are achieved and authorised project costs are met, a payment around target level could be awarded. If all milestones are met and some authorised project costs are underspent, a payment around maximum level could be awarded. The Remuneration Committee will produce a statement by July of each year explaining the rationale for the payments under the two Judgemental Measures.
Management Incentive Plan Statement Page 6 of 10 Potential entitlement The Target and Maximum levels of incentive are shown in Table 3 below: Table 3 Target and Maximum Annual Incentive Awards Percentage of Base Salary Target Level: Maximum Level: Executive Directors 50% 100% Senior Executives 40% 80% Other Senior and Route-based Executives 30% 60% The target payments shown above would be earned if Network Rail fully achieves all of the relevant targets for. The maximum level awards shown in Table 3 above could only be payable if Network Rail achieved the maximum level of performance on all measures. For the maximum incentive to be paid in respect of the mechanistic elements it would normally be necessary for all of the relevant Delivery Plan Targets for 2010-11 to have been achieved in, i.e. a year earlier than planned. Executive Director Targets The targets for Executive Directors in are as follows: Table 4 Incentive Plan Targets for Executive Directors Targets for Performance Measure 2008-09 Outcome 'Trigger 'On Target' Maximum Weighting Public Performance 88.6 88.8 89.0 89.6 20% Cost Efficiency Index 0.0 1.4 2.9 5.8 20% Asset Stewardship Indicator 0.000 0.013 0.019 0.025 20% Passenger Satisfaction 81.5 82.4 83.4 85.4 20% Customer Satisfaction Determined by the Remuneration Committee 10% Renewals Progress Determined by the Remuneration Committee 10% The on target performance for is set at a level equal to the target set out for each measure in the CP4 Delivery Plan 2009. The maximum level awards shown in Table 3 above could only be payable if Network Rail achieved the maximum level of performance on all measures. For the maximum incentive to be paid in respect of the mechanistic elements it would normally be necessary for all of the relevant Delivery Plan Targets for 2010-11 to have been achieved in, i.e. a year earlier than planned. As such for the maximum incentive to be paid it would be necessary for all six of the relevant targets to be achieved a year earlier than planned i.e. achievement of the targets for 2010-11 in. This would clearly represent an exceptional business performance. The Trigger performance is set at a level to allow significant performance to be recognised against a background of continued year on year stretch performance targets.
Management Incentive Plan Statement Page 7 of 10 The performance measures applicable to Senior Executives are the same six measures (Performance, Asset Stewardship, Cost Efficiency, Passenger Satisfaction, Customer Satisfaction, and Progress on delivering major enhancement and renewal schemes) used for Executive Directors, as well as other measures which reflect their own area of responsibility. In the case of Route based Executives the Plan uses the performance measures on a network-wide basis and also expressed on a local basis (the Public Performance (Route), a specific Financial Measure (Route), the Asset Stewardship Indicator (Route) and the Passenger Satisfaction (Route). For other Senior Executives, the Plan uses the six performance measures as set out above plus one specific financial measure.
Management Incentive Plan Statement Page 8 of 10 Long-term incentive Performance Measures and targets The provisional and conditional Long-Term Incentive award for participants for the Performance Period running from to 2011-12 will be expressed as a percentage of each participant s base salary at the beginning of the three year performance period. The extent to which the provisional and conditional award is receivable at the end of the performance period is determined by one performance measure: Financial Value Added (FVA) measure. The FVA is defined as the value added in the relevant three year period, over and above the amount determined by the ORR for the relevant period. The formula for FVA is the difference between the regulator s income and expenditure determination and Network Rail s actual income and expenditure. FVA is expressed in m. Thus, if Network rail outperforms the ORR determination by 100 million over the relevant 3- year period, the FVA Index is expressed as + 100m. Target setting for this measure is on the same basis as for annual measures in that it will have a trigger, target and maximum level of achievement. Following the end of the Performance Period (i.e. 31 March 2012), for the performance measure, actual performance is compared to the target on the same basis as used for the annual incentive, incorporating trigger, target and maximum levels of achievement. The consequent percentage of the provisional award that is payable under the FVA measure is calculated and payable to the Participant. Potential entitlement The maximum size of the Long-Term Incentive pool for the Performance Period to 2011-12 is set out in Table 4 below: Table 4 Target and Maximum Long-Term Incentive Awards Percentage of Base Salary Target Level Maximum Level Executive Directors 50% 100% Senior Executives 40% 80% Other Senior and Route-based Executives 30% 60% The maximum size of the Annual Incentive pool for is calculated as a function of the Base Salaries of the Participants. The maximum Long-Term Incentive payment for period 1 April 2009 to 31 March 2012 is equal to the maximum value the Director is eligible to receive under the Plan. The maximum annual incentive is only payable if Network Rail achieves the targets for 2010-11 (as set out in the CP4 Delivery Plan 2009) in, i.e. a year earlier than planned. Remuneration Committee discretion The Remuneration Committee can exercise discretion in the application of the Plan rules in accordance with its terms of reference and the Incentive Policy.
Management Incentive Plan Statement Page 9 of 10 Regardless of any other provision in the Plan, the Remuneration Committee will take into account all factors that it believes are appropriate for assessing overall business performance including: Safety performance (passenger and workforce); The extent to which the key objectives of the Delivery Plan over the performance period have been achieved; Financial performance, including the level of Net Debt and other relevant ratios; Reputational issues; Compliance with the obligations set out within the network licence; Compliance with the conditions as set out in the access agreements with Network Rail s customers; Any breaches of contract or other significant issues; and Any other objectives that ORR may specify from time to time. It may then reduce incentive payments arising under the Plan to take account of such factors, subject to its obligation to achieve the overriding purpose of the Plan. Cascade of the Plan to other employee schemes It is Network Rail s intention to reward the achievement of key performance objectives through the payment of incentive bonuses at every level of the organisation. The Plan incentive arrangements and principles have therefore been cascaded down through the rest of the organisation to other employee schemes. Under the senior management (Bands 1-3) scheme, a significant proportion of the potential incentive is based on the same six key network performance measures that are contained in the Plan for Executive Directors, Senior Executives, Route-based Executives and Other Senior Executives. The amounts payable for on-target and maximum levels of target achievement under the annual incentive depend on the seniority of the manager. There is also a General Bonus Scheme for all other employees who are not Participants in the Plan or the senior management scheme. This is based on the achievement of the same six key network performance measures applicable to Participants under this Plan. Compliance with objectives referred to in Condition 16 of the network licence Network Rail has a licence granted under Section 8 of the Railways Act 1993 (as amended) to operate the rail network. ORR has primary responsibility for enforcing the conditions under this licence. The CP4 Delivery Plan seeks to incorporate the activities required to meet the obligations of Network Rail s network licence and this Plan has been formulated by the Remuneration Committee to create an appropriate framework of incentives for Network Rail to comply with (amongst other things): (a) Network Rail s licence obligations as set out under its network licence; (b) the conditions as contained in the access agreements between Network Rail and its customers; and (c) any other objectives that ORR may specify from time to time.
Management Incentive Plan Statement Page 10 of 10 Regardless of any other provision in the Plan, the Remuneration Committee will take into account all other factors that it believes are appropriate for assessing overall business performance, when assessing the level of bonuses which might be payable under this Plan including: Safety performance (passenger and workforce); The extent to which the key objectives of the Delivery Plan over the performance period have been achieved; Financial performance, including the level of Net Debt and other relevant ratios; Reputational issues; Any breaches of contract or other significant issues; and Any other objectives that ORR may specify from time to time. In accordance with the requirements of Condition 16 of Network Rail s network licence, once a year, the Remuneration Committee will publish a statement which summarises the criteria which have been applied in determining the level of remuneration of the executive directors and such other persons as ORR may specify.