Executive remuneration has many objectives – including retention, reward and incentivisation. In a world of regulation, scrutiny and complexity, it has become more and more evident that this is an expert field, where specialist advice is required. where specialist advice is required.

1. newbridgestreet
Leaders in Executive Remuneration

2. leaders | from experience
40highly experienced
consultants
25+years’ experience
An expert field

3. Executive remuneration has many objectives – including retention,
reward and incentivisation. In a world of regulation, scrutiny and complexity,
it has become more and more evident that this is an expert field,
where specialist advice is required.
Remuneration Committees now face an increasing number of issues, including:
■■ Ensuring that the pay policy fits with the corporate strategy.
■■ Paying for performance and avoiding rewarding failure.
■■ Benchmarking pay against the right companies.
■■ Accessing independent and accurate pay data.
■■ Responding constructively to shareholder opinion.
■■ Complying with an increased legislative and regulatory burden.
New Bridge Street is the UK’s leading executive remuneration consultancy and is
part of Aon Hewitt's global executive remuneration offering. We work alongside over
a third of FTSE 350 companies, many of whom are truly international organisations.
We also act for a significant proportion of FTSE Small Cap and AIM companies,
as well as private and mutual organisations. We often advise at times of corporate
change, including company divestments, refinancings and IPOs.
judgement | from experience 3
where specialist advice is required
weprovidesimple,
innovativeandtailoredsolutions
tocomplexproblems

4. 4 focus | from experience
over a
thirdof the FTSE350
choose us
to advise them

5. Tax
IFRS
ABI
Risk Metrics
Shareholders
Media
Companies Act
Securities Laws
Wider
workforce
Appropriate
comparators
Accurate
data analysis
Business
environment
Shareholder
expectations
Regulatory
Environment
Executive
Pay Policy
Corporate
Strategy
Market
Corporate
Governance
clarity | from experience 5
Experience
We have been advising on executive pay for over
25 years and have the largest market share in the
FTSE 350 and FTSE Small Cap.
Partner level consultants lead our client assignments.
There are often no clear ‘right or wrong’ answers
when it comes to executive pay and our clients have
immediate and regular access to experienced advisers
to help them make appropriate decisions in the context
of their business strategy.
Strength in depth
We have around 40 executive pay consultants
in the UK and form an integral part of Aon Hewitt’s
global executive remuneration practice (with our US
colleagues advising a substantial number of Fortune
500 companies). This allows us to field very strong
international client teams to ensure the highest level of
service on a global basis.
Multi-disciplinary approach
Our experienced staff includes accountants, lawyers,
reward experts, investor relations specialists and
actuaries. We can also call upon the varied skills of
other elements of the Aon Hewitt Human Resources
consulting service offering (e.g. employee reward,
talent management, organisational effectiveness,
employee engagement) and retirement benefits
practice. Therefore, our teams can support our
clients on all aspects of executive pay, from
design through to technical implementation.
Tailored advice
We firmly believe that a remuneration structure should
be fully aligned to business strategy and company
needs. We do not believe in off-the-shelf solutions.
Quality of delivery
We pride ourselves on the quality and punctuality of
our delivery. While our advice is of the highest quality
and deals with some complex issues, our reports are
clear and avoid unnecessary jargon.
Investor insight
As the leading adviser to many of the UK’s largest
companies, our experience of helping companies to
deal with UK shareholders is unrivalled. We are able
to identify potential shareholder concerns early on to
ensure that there are no surprises and can help clients
react accordingly.
Access to Aon Hewitt’s
wider HR consulting expertise
Our ability to access the expertise of Aon Hewitt’s
HR consulting team allows us to leverage off the
knowledge and experience of our colleagues around
the world on a wide range of employee reward, benefit
and communication issues.
Why New Bridge Street?

6. 6 understanding | from experience
Our Services
Executive pay benchmarking
We have access to some of the most comprehensive
UK and international executive pay databases:
■■ Our database of listed company pay information
includes data on directors' pay (both executive and
non-executive) in every FTSE All-Share, Fledgling
and AIM 100 company. We also hold data on
companies in the Eurotop 100.
■■ Our Executive Total Reward Survey holds total
remuneration data for the five most senior job
levels and over 50 distinct roles, as well as data
on middle management positions, for more than
300 UK and international companies.
■■ We also operate sector-specific pay surveys
e.g. in the Biotech, Insurance and Retail
sectors and can draw upon Aon Hewitt’s
Total Compensation Measurement™
databases around the globe.
We present our data clearly and transparently.
We explain it simply. Where possible, we allow you
to get behind the numbers. This allows all interested
parties to take comfort that a robust approach is
being adopted.
Annual bonus design
Annual bonuses play an increasingly important role
in executive remuneration packages.
We help companies to design and implement their
short-term executive incentives so that they clearly
and simply support the delivery of the company's
corporate strategy. We also help companies
understand the disclosure requirements and
investor expectations around annual bonus plan
design and target disclosure. In addition, we advise
on Deferred Bonus Plans (where a portion of the
bonus is deferred beyond the end of the financial
year, typically in shares) and "clawback" provisions
(where a past bonus can be reclaimed, if paid on the
back of misstated results).

7. leaders | from experience 7
we have one
of the largest technical
implementation teams
in the UK

8. 8 leaders | from experience
we use our
experience and judgement
to offer business-driven
solutions

9. focus | from experience 9
Long-term incentive design
Share-based long-term incentives are another key
feature of the executive pay landscape and one that
attracts considerable debate. Long-term incentives
should not be designed in a vacuum but, instead,
must take full account of a company’s particular
circumstances and be structured to support the
delivery of long-term strategic goals.
We advise on the design and implementation of all
types of long-term incentives. This can take the form
of traditional share options, conditional allocations
of ‘free’ shares which vest depending on company
performance under a ‘Performance Share Plan’,
a ‘Share Matching Plan’ (where executives invest
a bonus in shares and receive extra shares from
the company, usually based on performance) or
‘Value Creation Plans’, where the returns in excess
of a hurdle are shared between management and
shareholders.
Implementation
New Bridge Street has one of the largest technical
implementation teams in the UK, rivalling any ‘magic
circle’ law firm or ‘Big 4’ accounting firm. Many of
our consultants are qualified lawyers who have
implemented many share plans for our clients
– both in the UK and internationally.
We provide all necessary documentation (such
as plan rules, award certificates and shareholder
circulars). Tax planning, securities law, exchange
control and regulatory issues are all covered,
both in the UK and internationally.
In cases where we both design and implement
plans, overlapping adviser fees are avoided and
nothing gets lost in translation.
Shareholder liaison
Liaising with shareholders is an increasingly critical
aspect of executive remuneration design.
Most shareholders now have their own ‘best practice’
guidelines which they regularly update and which
can vary between investors.
We play an integral role in presenting a client’s
remuneration policy to its investors in the best
possible light, showing how it is directly linked to the
achievement of the client's key strategic objectives.
We help draft consultation letters, prepare investor
presentations and accompany our clients to face-to-
face meetings with their shareholders.
Forewarned is forearmed. We know which investor
guidelines are key and which are more aspirational.
As a result, you will know the issues before they are
raised by shareholders. There should be no surprises.

10. 10 knowledge | from experience
Financial modelling
The cost of a remuneration policy (particularly the
accounting cost of share plans) is another key issue.
A number of our consultants are qualified accountants
who can construct financial models to show the cost
impact of a pay policy and provide IFRS 2 share-based
payment valuations.
Almost all long-term incentive plans for executives
incorporate performance conditions, often based on a
company’s total shareholder return (share price growth
and dividends) relative to a peer group or financial
performance (e.g. earnings per share growth).
In order to ensure that these plans are relevant and
valued by executives, companies need to provide
regular and clear communication of on-going
performance against their performance conditions.
Remuneration Committees also generally require
independent verification of performance and the
extent to which awards can vest.
We currently provide a performance monitoring
service for total shareholder return / share price
performance conditions for around 100 companies.
All-employee share plan design
We are very experienced in designing share
plans for the whole workforce (both in the UK and
internationally) and structuring these efficiently in
terms of tax (including HMRC-approved Sharesave
plans and Share Incentive Plans), accounting cost and
share usage while always reflecting and reinforcing
the company’s culture and objectives.
In addition, through Aon Hewitt’s HR consultants
our clients also have access to expert local and
global advice on workforce-related topics such as
total reward optimisation, performance management,
pay and grading, flexible benefits, talent management,
engagement, leadership and communication.
Communication
However well designed, a pay policy will not work
if it is not understood. Effective communication is
key. We help our clients explain their remuneration
strategy to their executives. This can be done
through a client's intranet, simple guidance booklets,
information distributed or made available in digital
forms, one-on-one presentations to executives or
at management conferences.
Regular communication is also vital. How will a plan
incentivise if participants do not know how they are
performing against the targets? We provide our clients
with clear and simple performance updates which they
can use and reinforce key messages.

11. leaders | from experience 11
our experience
of helping companies
to deal with shareholders
is unrivaled
In summary we can help you with the following:
■■ Benchmarking pay levels (Board, non-executive and the wider executive population).
■■ Designing both short- and long-term incentives for executives and all employees.
■■ Updating the Remuneration Committee on pay trends and other developments.
■■ Shareholder liaison.
■■ Drafting LTIP and option plan documentation, AGM and Board resolutions.
■■ Selecting and calibrating annual bonus plan and long-term incentive performance measures.
■■ TSR performance monitoring/updates.
■■ Advising on senior executive recruitments/terminations and other ad hoc sensitive issues.
■■ Acting as ‘wise counsel’ on all reward issues of interest to the Board.
■■ Calculating the accounting charge and dilution for long-term incentive awards.
■■ Producing Total Reward Statements.
■■ Drafting Directors’ Remuneration Reports for inclusion in Report and Accounts.

12. New Bridge Street is the UK's leading executive remuneration consultancy.
We have a single focus – to assist companies design and implement executive
remuneration policies that will help them meet their business objectives.
We are a multi-disciplinary team, combining the professional skills of accountants,
lawyers, reward experts, investor relations specialists and actuaries. We are named
advisers in the Directors' Remuneration Report of more UK listed companies than
any other consultancy.
We are part of the HR Consulting business of Aon Hewitt, which has over 29,000
associates in over 90 countries providing advice to our clients on a range of reward,
executive remuneration, HR, pension and outsourcing issues.
If you wish to find out how we can help you, please contact New Bridge Street:
by telephone on: 020 7086 8000; or
email to: newbridgestreet@aonhewitt.com; or
visit our website at: www.newbridgestreet.com
New Bridge Street
10 Devonshire Square, London, EC2M 4YP
This publication is designed to provide a summary of the main aspects of the subject matter covered.
It does not purport to be comprehensive or to render advice. No responsibility can be accepted for loss
occasioned to any person acting or refraining from acting as a result of any statement in this publication.
© Aon Hewitt Limited 2012.
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