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Directors' Remuneration Policy

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Directors' Remuneration Policy Overview Compliance statement This Directors’ Remuneration report has been prepared on DIRECTORS’ REMUNERATION POLICY behalf of the board by the committee and complies with the provisions of the Companies Act 2006 and Schedule 8 of The This section of the report sets out the proposed new report Strategic Large and Medium-sized Companies and Groups (Accounts and Remuneration Policy for directors. A binding shareholder Reports) Regulations 2008, as amended (the UK Regulations). resolution to approve the Remuneration Policy will be proposed The report has been prepared in line with the applicable UK at the 2020 Annual General Meeting (“AGM”) on 25 March 2020 Corporate Governance Code and the UK Listing Rules. and, subject to shareholder approval, will be effective from the conclusion of the AGM for a period of three years. Subject to The Corporate Governance Code issued in June 2018 (the 2018 approval of the proposed new policy, the 2020 annual bonus Code) and the provisions of the Companies (Miscellaneous plan and the 2020 LTIP grants will be operated under the new Reporting) Regulations 2018 (the 2018 Reporting Regulations) policy. The key changes from the previous Remuneration Policy which relate to annual remuneration reports (as opposed to (which was first published on pages 72 to 82 of the 2017 Annual Report and Accounts and which was approved by shareholders remuneration policy reports) do not apply to this Directors’ governance Corporate Remuneration report, as, in both cases, they apply to reporting at the September 2017 AGM) and the rationale for the changes years commencing on or after 1 January 2019. The provisions are explained in the letter from the remuneration committee of the Companies (Directors’ Remuneration Policy and Directors’ chair on pages 88 to 90 and in the table on page 97. The policy Remuneration Report) Regulations 2019 (the 2019 Reporting will be available to view at www.microfocus.com. Regulations) which relate to annual remuneration reports (as opposed to remuneration policy reports) also do not apply to The committee determines the Remuneration Policy and the this Directors’ Remuneration report as they apply to reporting individual remuneration packages for executive directors and years commencing on or after 10 June 2019. The provisions the executive management team. No individual participates in of the 2018 Reporting Regulations and the 2019 Reporting discussions relating to the setting of their own remuneration. Regulations which apply to remuneration policy reports have been fully incorporated into this Remuneration Policy report as The committee considers that the remuneration arrangements Consolidated financial statements required. We have also incorporated many of the requirements proposed under the new policy are appropriate based on internal of the 2018 Code and the provisions of the 2018 Reporting and external measures. From an internal perspective, it has Regulations (which apply to annual remuneration reports) ahead reviewed Chief Executive Officer to UK employee pay ratios of time in this Annual Report on Remuneration. Any remaining (see page 111) and the percentage change from 2018 to 2019 requirements of the 2018 Code, the 2018 Reporting Regulations in Chief Executive Officer salary, benefits and bonus relative and the 2019 Reporting Regulations will be fully reflected in next to the wider global employee population (see page 111) and year’s Directors’ Remuneration report. is comfortable that the overall remuneration opportunity for executive directors is appropriate, especially given the higher proportion of performance related pay which they have relative to employees generally, which reflects their increased ability to impact the business performance. Company financialstatements In terms of external benchmarking for the executive directors, the committee reviews relevant market data, for example for the FTSE 100, the FTSE 250, as well as for some US based technology companies of comparable size to Micro Focus. Benchmarking is only one factor which the committee takes into account when making decisions about pay. This benchmarking approach is broadly consistent with the approach applied more broadly to employees throughout the Group. Additional information Additional The remuneration policy for the wider employee group is based on broadly consistent principles to those for executive directors. All employees who are not eligible for commission-based reward participate in an annual bonus plan, which is based on similar financial measures and targets as the executive directors. Performance measures are consistent for all participants in the LTIP. All employees globally have the ability to buy Company shares under one of the Company’s all-employee share purchase plans. At its January 2020 meeting, the committee considered various aspects of workforce remuneration and took these into account when determining the proposed new Directors’ Remuneration Policy. 91 Micro Focus International plc Annual Report and Accounts 2019 DIRECTORS’ REMUNERATION REPORT Continued The table below shows how the committee addressed simplicity, clarity, risk, predictability, proportionality and alignment to culture when determining the Directors’ Remuneration Policy. Factor How has this been addressed Clarity We have aimed to be completely transparent about the detail of our proposed new Remuneration Policy Remuneration arrangements (for example when and how certain newly introduced features, such as holding periods and post-cessation should be transparent and shareholding requirements, take effect). We have complied with certain disclosure requirements ahead of promote effective engagement when we are required to do so, for example CEO pay ratios, in the spirit of openness and transparency. with shareholders and We have engaged with shareholders to understand more about the reasons for the negative vote against the workforce. the 2018 Annual Report on Remuneration and to inform them of the key aspects of the proposed new Remuneration Policy. We will be undertaking a full consultation in advance of granting the 2020 LTIP awards. The Company currently engages with the broader employee population in connection with their remuneration through a variety of methods including explanatory guides and face-to-face briefings and seeks their views on reward via employee opinion surveys. Simplicity By removing ASGs from our new Remuneration Policy, we have simplified our incentive structure so that Remuneration structures should we only have one long-term incentive plan and an annual bonus plan (which incorporates share deferral). avoid complexity and their rationale and operation should be easy to understand. Risk A number of design features exist under our new policy in order to take into account and minimise risk Remuneration arrangements as follows: should ensure that reputational – The committee can apply discretion to override formulaic incentive outcomes if it believes this would result and other risks from excessive in a fairer outcome; rewards, and behavioural risks that can arise from target-based – We operate bonus deferral and have added post-vesting holding periods to the LTIP and extended our incentive plans, are identified shareholding requirement so that it applies for two years post-cessation; and and mitigated. – Malus and clawback provisions are in place in the bonus and LTIP. Under the proposed new policy, we are adding corporate failure as an additional malus and clawback trigger event and the clawback period is being extended to two years for all future bonuses and deferred bonus shares awarded under the new policy. Predictability The proposed new Remuneration Policy sets out: The range of possible values – The maximum award levels and the range of vesting outcomes applicable to annual and long-term incentive of rewards to individual directors arrangements; and and any other limits or discretions should be identified and explained – The discretions which are available to the committee (for example to override formulaic incentive outcomes at the time of approving the policy. and to apply malus and clawback). In the past, the ASGs have delivered significant value to executives in line with the value which has been created for shareholders. As no future ASGs will be granted, the executive directors’ packages are less leveraged and more predictable under the proposed new policy. Proportionality Performance measures are designed to align to strategy and incentive plans provide for a range of payout The link between individual levels which are dependent on and linked to Company performance. Deferral periods and holding periods help awards, the delivery of strategy to further align incentive outcomes for executives to the shareholder experience. and the long-term performance No payment is made for poor performance and any individual leaving the Company due to performance of the Company should be clear. issues would not be entitled to any incentive payments. Outcomes should not reward poor performance. Alignment to culture As discussed in the committee Chair’s letter on pages 88 to 90, under the new policy we will use at least two Incentive schemes should financial performance measures for the bonus plan and the LTIP. The performance measures will be chosen drive behaviours consistent to reflect the annual business plan and the Company’s strategy. with Company purpose, values and strategy. 92 Micro Focus International plc Annual Report and Accounts 2019 Overview The table below sets out the Remuneration
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