Trade has significantly improved in the year following the release of restrictions in England two weeks into the financial year, and devolved nations in the weeks after that; however, we were disappointed with Christmas trade due to the severe impact of Omicron on restrictions and consumer confidence. When not impacted by restrictions of Omicron, the Group is delighted to have traded positively in the year.

Following Management focus on survival of the business in FY20 and FY21, following COVID-19, we have entered a new, dynamic period where we have returned to normal trading. This has allowed focus to realign to new workflows in order to drive sales and performance across all our brands. Our two new brands are operating well and remain a Management priority, and we are currently looking to expand these brands further.

COVID-19 gave rise to unprecedented trading conditions and demands on our team; rarely does such good underlying business progress and high personal performance go without rewards, however we felt it not appropriate to operate an annual bonus plan in FY21. Because of that, the Remuneration Committee is delighted to have operated a bonus scheme for bar staff and support centre colleagues in FY22. It is only right that the fantastic performance in the year is shared between our people, as both a reflection of the excellent return to normal trading but also their dedication to the business throughout the hardest times we have ever faced.

As a result of performance in the year, annual bonus awards of 95% of salary were awarded to the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Details of the targets, performance and the bonus awards are set out in the Annual Report on Remuneration below. No share awards vested in respect of three-year performance to 2 July 2022.

Implementation of the policy in FY23

In respect of operating the Remuneration Policy in FY23:

• no changes, aside from a cost-of-living increase, will be made to base salaries of the Executive Directors, benefits or pension provisions. Any new executive Board appointments would receive a workforce-aligned pension provision;
• annual bonus provision for FY23 will be capped at 100% of salary for Executive Directors with a majority based on sliding scale profit-related targets and a minority based on strategic targets. While the profit and strategic targets are currently commercially sensitive, details of the targets and performance against the targets will be disclosed in next year’s Directors’ Remuneration Report;
• the Committee intends to grant Restricted Share Awards (“RSAs”) in line with the Remuneration Policy approved by shareholders in 2020 which will:
  • be set at no more than 50% of salary for the CEO and 40% of salary for the CFO (with lower levels cascaded below Board);
  • vest after three years from the grant date, subject to continued employment, satisfactory individual performance and a positive assessment against a performance underpin. No shares can be disposed of by Executive Directors until at least five years from grant, other than those required to settle any taxes directly related to the vesting of those shares.

Further details in respect of the RSA grant for 2022 are set out in the Annual Report on Remuneration;

• shareholding guidelines will continue to operate at 100% of salary; and
• no changes were made to the fees for the Chairman and Non-Executive Directors for FY23.

The Committee met six times during the year. The Committee’s main activities were to:

• review the Chairman’s fee and the framework and policy for the remuneration of the Executive Directors and other members of the Executive Committee;
• advise on the design of, and to determine and agree, the total individual remuneration package of each of the Executive Directors and other members of the Executive Committee, giving due regard to any relevant legal requirements, the provisions and recommendations set out in the prevailing Code and the AIM Rules and associated guidance;
• consider and approve the design of, and targets for, the annual bonus for FY22 and share schemes operated for the Executive Directors and other members of the Executive Committee; and
• oversee remuneration and benefit structures and policies throughout the Group’s business and to give advice on any major changes.

The Committee’s terms of reference are available from the Company Secretary and can be found on the Company’s website at www.revolutionbarsgroup.com.