Shareholders of JD Sports Fashion plc will note a massive 66% salary increase awarded to the executive chairman (from £423k to £700k) when considering the company’s remuneration report. Additionally, the remuneration committee is seeking shareholder approval for the chairman’s proposed cash-based long-term incentive award with a face value of £3.5m. The vesting conditions are based on profits before tax and measure performance over three separate one year periods.

The company has a ‘normal’ bonus maximum equivalent to 100% of salary, however the remuneration committee has the discretion to override this cap and has done so during the year, awarding bonuses equivalent to 120% of salary. Manifest highlights significant concerns as to the overall remuneration structure, noting that all performance incentives are driven by earnings and settled entirely in cash.

All directors are standing for re-election in line with the recommendations of the UK Code of Corporate Governance. Shareholders will note that only one demonstrably independent director currently sits on the board, and neither the chairman nor the senior non-executive director are without independence concerns. The board consists of three executives (including the chairman) and three non-executive directors, two of which are considered independent by the company, however Manifest has highlighted a tenure issue regarding the senior non-executive director and therefore considers only one non-executive director to be independent for the purposes of the Combined Code.

Any minority shareholder dissent toward these issues will be effectively muted by the company's shareholding structure, however. Pentland Group plc is the company's controlling shareholder, and has already pledged to back the chairman's £3.5m long-term incentive award.

Company FTSE Index Event Date Event Type Voting Issues Proxy Deadline African
Mining & Exploration AIM 17 Jun 11 AGM C D 15 Jun 11 Headlam
Group SmallCap 17 Jun 11 AGM 15 Jun 11 Tarsus
Group SmallCap 17 Jun 11 AGM C E I 15 Jun 11 BH
Global Ltd FTSE 250 20 Jun 11 AGM 17 Jun 11 BH Macro
Ltd FTSE 250 20 Jun 11 AGM 17 Jun 11 Heritage
Oil FTSE 250 20 Jun 11 AGM C I 17 Jun 11 IGas
Energy AIM 20 Jun 11 AGM C 16 Jun 11 Borders
& Southern Petroleum AIM 21 Jun 11 AGM C 17 Jun 11 Hambledon
Mining AIM 21 Jun 11 AGM 17 Jun 11 Whitbread FTSE 100 21 Jun 11 AGM 17 Jun 11 Anglo-Eastern
Plantations SmallCap 22 Jun 11 AGM 20 Jun 11 Braemar
Shipping Services SmallCap 22 Jun 11 AGM C I 20 Jun 11 Cosalt Fledgling 22 Jun 11 AGM C D I 20 Jun 11 Eastern
European Trust SmallCap 22 Jun 11 AGM 20 Jun 11 Petroneft
Resources AIM 22 Jun 11 AGM C 20 Jun 11 Renewable
Energy Holdings AIM 22 Jun 11 AGM C 20 Jun 11 JD
Sports Fashion FTSE 250 23 Jun 11 AGM C I 21 Jun 11 Ludorum AIM 23 Jun 11 AGM C 21 Jun 11 Soco
International FTSE 250 23 Jun 11 AGM C H I 21 Jun 11

Key:

A: A qualified audit opinion has been issued by the auditors
B: Fundamental uncertainties highlighted by auditors
C: Audit committee not considered entirely independent
D: The non-audit fee is more than 200pc of the audit fee
E: The company’s dividend was not covered
F: No environmental report or statement contained
G: The company has a joint chair/CEO
H: The company has not appointed a SNED/SID
I: Less than 50% of the board (exc Chair) are independent (large/med cos)
J: The board contains fewer than three NEDs (large/med cos)
K: There is no nomination committee
L: The remuneration committee is not considered to be entirely independent

M: A director’s notice period >12 months fixed/rolling
N: Some options/awards may be granted without reference to performance
O: Share scheme does not contain an overall 10% dilution limit in ten years
P: Share scheme allows for retesting of the performance condition
Q: A proposed incentive scheme has maximum annual participation limits
of over 100% of salary (face value basis)
R: A proposed incentive scheme allows
for preferential vesting of awards in the
event of a change of control
S: A shareholder resolution has been proposed.