Final Results - Part 3 of 7

RNS Number : 5272P

Standard Life plc

19 February 2016

Standard Life plc

Full year results 2015

Part 3 of 7

5. Directors' remuneration report

5.1 Remuneration Committee Chairman's statement

This report sets how we will pay the Directors of Standard Life plc in the future and what we paid them in 2015. Where tables and charts in this report have been audited by PricewaterhouseCoopers LLP we have marked them as 'audited' for clarity.

Dear Shareholder

I am pleased to present the Remuneration Committee's report on Directors' remuneration for the year ended 31 December 2015. As we are not changing our policy for 2016, unlike the two previous years, we do not have a policy report to present to you but have provided a summary of the policy in operation this year. Whilst there have been a number of management changes with the resultant consideration of new remuneration packages, all of the decisions reached were within the policy agreed at the 2015 Annual general meeting (AGM).

During 2015 we have continued our journey to be a world-class investment company. As part of this journey Keith Skeoch was promoted to the role of Chief Executive on 5 August 2015 succeeding David Nish. As a consequence, we have appointed two new executive Directors to strengthen the executive component of the Board and increase the voice of our customers and clients.

In this year of change, the business has delivered an excellent set of results, with increased assets under administration, increased net flows and higher Group operating profit and underlying cash generation while maintaining our financial strength in challenging market conditions.

The assets that we looked after increased by 4% and our unit costs continued to decrease which helped us increase our operating profit by 9% to £665m. This excellent performance also means another year of increased dividends, with our recommended final dividend of 12.34 pence per share (up 8.0 per cent on 2014) giving a total dividend for 2015 of 18.36 pence per share, up 7.8 per cent on 2014.

Standard Life Investments have increased operating profit before tax by 33% to £342 million, and earnings before interest, tax, depreciation and amortisation (EBITDA) to £352 million from £266 million in 2014.

Our continued strong performance together with the executive Director changes noted above have shaped the remuneration decisions we have made during the year.

Change of Chief Executive

Keith Skeoch was appointed Chief Executive on 5 August 2015.

Given his promotion to a group-wide role, the Remuneration Committee considered it both appropriate and necessary to move Keith to a remuneration package commensurate with his group-wide responsibilities.

The structure of pay and quantum is consistent with our move towards becoming a global investment business and when determining this structure we considered the remuneration arrangements for similar roles in asset management peer group companies as well as the more traditional insurers.

His remuneration package comprises:

· Base salary of £700,000. Although this represents an increase of £200,000 from his previous base salary as Chief Executive, Standard Life Investments, it reflects his promotion and has been positioned at a level below the median position for companies of our market capitalisation and other FTSE 50 chief executives. It is also circa 16% lower than that paid to his predecessor.

· A pension opportunity of 27.5% of salary or an alternative cash allowance of 25% of salary, unchanged on promotion

· A maximum short term bonus opportunity set at 175% of salary. This is a significant reduction on the maximum opportunity in his previous role of 365% of salary as we increased the importance of variable remuneration now delivered over the long term.

· A maximum opportunity under the Standard Life Executive Long-term Incentive Plan (Executive LTIP) of 500% of salary based solely on stretching group-wide performance measures and vesting over five years. The performance targets are measured over three years with awards vesting after five years. In his previous role as Chief Executive, Standard Life Investments, Keith had a long term maximum opportunity of 400% of salary of which half vested over three years (based solely on Standard Life Investments' performance) and the remainder over five years. As a result of the changes highlighted above a higher proportion of the variable remuneration is based on the long term performance of the Group and subject to malus and clawback over the long-term. It also aligns Keith's remuneration to the longer term shareholder experience for an investment company such as ours. The 500% maximum award limit under the Executive LTIP was approved as part of our policy vote at the 2015 AGM.

· A shareholding requirement of 500% of salary (increased from 300% of salary). Keith Skeoch must maintain this value in the form of Standard Life plc shares during employment and for a period of one year following his departure from the Group.

As we had previously agreed to consult if increases were made to award levels for executive Directors, following the announcement of Keith Skeoch's appointment we wrote to 29 of our largest institutional investors, representing 35.74% of our shares. We had an open and transparent dialogue with a number of our largest shareholders and received a range of views and opinions on the remuneration package, the most common feedback being that we needed to demonstrate that the targets set for long term incentives going forward were sufficiently stretching in order to justify the increase in the maximum level of opportunity.

At the time we consulted with our largest investors we were unable to share the threshold and maximum performance targets for the 2016 Executive LTIP awards. These have been calibrated to be stretching against both our business plan and market expectations. I am now pleased to present these in comparison with the targets set for the 2015 awards.

The 2015 award is based on cumulative targets for the three years ended 31 December 2017. The 2016 award is based on cumulative targets for the three years ended 31 December 2018.

Executive LTIP targets

	2016 award	2015 award	Increase
Cumulative Group operating profit - threshold	£2,130m	£1,670m	27.5%
Cumulative Group net flows - threshold	£30.8bn	£16.6bn	85.5%
Cumulative Group operating profit - maximum	£2,595m	£2,040m	27.2%
Cumulative Group net flows-maximum	£51.0bn	£27.6bn	84.8%

The weighting remains unchanged year on year with 70% of the award vesting based on cumulative Group operating profit and 30% based on cumulative Group net flows.

The Remuneration Committee considers that the increase in long term incentive opportunity is justified by Keith's larger role and that the proposed targets are sufficiently stretching to ensure that the maximum opportunity will only be earned for outstanding performance and that the targets balance financial performance and risk.

The Remuneration Committee considered all the views expressed and, having reviewed all the elements of the package in their totality and the calibre of the individual appointed to the role, concluded that a remuneration package significantly weighted towards long-term pay at risk, rewarding performance against stretching Group level targets, and with an increased shareholding requirement, was the most appropriate structure to incentivise sustained performance over the long-term.

The Chief Executive succession allowed us to build on David Nish's strong performance in repositioning Standard Life for the future. The Remuneration Committee considered this sustained high level of performance, his role in repositioning the Company, including the overseeing of the sale of our Canadian business and the acquisition of Ignis, and his support of the successful Chief Executive transition and determined that he would be treated as a good leaver under the plan rules for the purposes of Group annual bonus awards and all outstanding long term-incentive awards. David's 12 month notice period commenced on 1 July 2015 and he is now on garden leave until 31 March 2016, at which point his employment terminates.

Since stepping down, and while on garden leave, David will, in line with the terms of his executive service agreement continue to receive his base salary of £835,000 per annum, his allowances and all benefits. During this time restrictions are in place on his ability to take up further employment and he remains available for consultation to the Group. In line with our normal practice, David will continue to be eligible to receive bonus under the rules of the Group annual bonus plan during this period (pro-rated for time).

From 1 April 2016 to 30 June 2016 David will be entitled, under the terms of his Executive Service Agreement, to payment in lieu of notice paid in instalments and subject to mitigation.

Further Board Appointments

On 29 October 2015, the Board announced the appointments of Paul Matthews, Chief Executive, UK and Europe and Colin Clark, Director of the Global Client Group, to the Board with effect from 1 November 2015. This is a clear signal that the Company continues to put clients and customers at the heart of its business and ensures that the full Board has direct access to those individuals most closely aligned to the delivery of our strategy and our global ambitions. Paul and Colin represent the main points of contact with our retail, workplace and intermediary customers and our global institutional and wholesale clients. This move is in line with best practice recommended by the Standard Life Investments stewardship team that executive representation on a board should be deeper than the Chief Executive and Chief Financial Officer.

Paul Matthews was appointed with a salary of £630,000 and Colin Clark with a salary of £600,000. Their short and long term variable pay opportunities are in line with our policies and are set out in detail in the implementation report on pages 82 to 94.

Colin's appointment to the Board from his role in Standard Life Investments results in his remuneration becoming capped in line with our executive Directors' remuneration policy and there will be a substantial increase in the deferral period for his awards.

Although it is not usual for roles similar to Colin's to be held by board members, and for the role holder therefore to be subject to executive directors' remuneration policies, we believed it was important to make this appointment in order to create a board composition which reflects our business strategy and is best placed to deliver to the needs of our customers and shareholders.

Given Colin's skills, the value his appointment will bring to the Group and the impact stepping up to the Board has had on both quantum and time horizons of his remuneration, the Remuneration Committee considered it appropriate, before his appointment, to grant him a one-off award, to the value of £700,000, over Standard Life plc shares. The award will vest in 2017 subject to Colin maintaining a personal performance level above a pre-determined threshold and is forfeited in the event he resigns from the Company before vesting.

2015 Performance outcome

Having considered the strong financial performance, as detailed earlier, and non-financial performance in 2015, the Remuneration Committee approved a score of 4.6 out of 5 for the Group element of the annual bonus plan. All bonus payments are set out on pages 85 to 86.

The Remuneration Committee also approved the vesting level of the 2013 Group Long-term Inventive Plan as 40.77% and awards granted under the Standard Life Investments Long-term Incentive Plan will vest at 84.2%.

2016 Implementation

The Chief Financial Officer has been awarded a salary increase of 2.5% which is in line with salary increases awarded across the Group. As the new Board appointments took place in the latter half of 2015 no other salary increases are proposed.

Our current remuneration policy sets out a two year deferral in relation to our Group annual bonus for executive Directors. Having considered our bonus deferral levels in the light of regulatory direction and best practice we have decided to increase the deferral period to three years which will apply for bonuses in respect of 2016 onwards.

This deferral level is in line with regulatory direction and conforms to best practice.

In line with the spirit of increased transparency we will now also disclose the financial target, in addition to threshold and maximum targets for annual bonus awards at the point of disclosure. The threshold, target and maximum which were used in determining the bonuses arising under the Group annual bonus plan for the 2014 performance period are presented alongside the outcome on page 86.

Under the recently amended European Banking Authority guidance on remuneration requirements under the EU Capital Requirements Directive (CRD IV), it is anticipated we may no longer be able to apply proportionality to dis-apply the remuneration regulations for material risk takers of companies subject to CRD IV. As at the end of 2015 we have two entities that are subject to the remuneration requirements under CRD IV which are Standard Life Savings Limited and Pearson Jones plc. In anticipation of this, we have drafted an AGM resolution requesting shareholders' agreement to give us the flexibility to pay variable remuneration to the impacted employees of these entities up to a maximum of 200% of their fixed remuneration. As the size and nature of the activities that are subject to this requirement have a very limited impact on the overall risk profile of the firm we have only 20 employees impacted by this requirement. None of the Directors of Standard Life plc are impacted by this requirement. This resolution and an explanation of it and can be found in the AGM guide 2016 which will be available online at www.standardlife.com from 17 March 2016.

Agenda for 2016

As we continue the next phase in our evolution in becoming a world-class investment company during 2016 we will continue to review our remuneration arrangements for our executive Directors and strategic executive committee. We will consult the Company's major institutional investors as part of that review as appropriate.

Approval

The Directors' remuneration report was approved by the Board and signed on its behalf by

Lynne Peacock,

Chairman, Remuneration Committee

19 February 2016

5.2 Overview of the remuneration policy

The following sets out a summary of the current remuneration policy as it applies to the Company's executive Directors. This summary does not override the Company's Directors' Remuneration Policy which was approved by shareholders at the 2015 AGM. That policy came into effect on 12 May 2015 and can be found on our website at http://www.standardlife.com/annualreport and in the Annual report and accounts 2014.

Base salary		Benefits
Purpose and link to strategy	To provide a core reward for undertaking the role, positioned at a level needed to recruit and retain the talent required to develop and deliver the business strategy.	Purpose and link to strategy	To provide market competitive monetary and non-monetary benefits, in a cost effective manner, to assist employees in carrying out their duties efficiently.
Operation	The Remuneration Committee sets base salaries taking into account a range of factors including: · The individual's skills, performance and experience · Internal relativities and wider workforce salary levels · External benchmark data · The size and responsibility of the role · The complexity of the business and geographical scope · Economic indicators	Operation	Executive Directors are provided with a package of core benefits and are invited to participate, in line with other employees, in the voluntary benefits programme which they fund themselves through salary sacrifice. Core benefits include health screening, private healthcare, death in service protection, disability benefit and reimbursement of membership fees of professional bodies.
Maximum opportunity	No maximum level set. Increases will normally be in line with the typical level of increases awarded to other employees at Standard Life and will be a reflection of the individual's performance. The Remuneration Committee may award increases above this level in certain circumstances.	Maximum opportunity	Car allowance up to a maximum of £16,585 per annum. There is no maximum value of the core benefit package as this is dependent on the cost to the employing company and the individual's circumstances.

All-employee share plans		Pension
Purpose and link to strategy	To promote share ownership by all employees to drive performance aligned to the Company's shareholders' interests.	Purpose and link to strategy	To provide a competitive, flexible retirement benefit in a way that does not create an unacceptable level of financial risk or cost to the Group.
Operation	Executive Directors can participate in the all-employee share plans operated by Standard Life on the same basis as all other employees. The two current all-employee share plans are: · The Standard Life (Employee) Share Plan · The Standard Life Sharesave Plan	Operation	Executive Directors are auto enrolled into a defined contribution pension plan and are offered the alternative of a cash allowance. Legacy arrangements will continue to be honoured.
Maximum opportunity	The maximum opportunity is in line with all other employees and is as determined by the prevailing HMRC rules on maximum employee payment limits.	Maximum opportunity	Employer contribution into the Group's defined contribution pension plan of up to 32% of salary. Alternatively, a cash allowance of up to 30% of salary.

Group annual bonus		The Standard Life plc Executive Long Term Incentive Plan (Executive LTIP)
Purpose and link to strategy	To support the delivery of the Group's annual business plan. The focus is on the delivery of the annual financial, strategic, customer and people objectives.	Purpose and link to strategy	To reward participants for the delivery of the Group's goals of driving shareholder value through customer experience including measures such as cumulative Group operating profit and cumulative Group net flows.
Operation	Performance targets are set annually by the Remuneration Committee. The Remuneration Committee exercises its judgement to determine awards at the end of the year to ensure that the outcome is fair in the context of overall Group performance and against personal goals. To date, 50% of any bonus above 25% of salary has been deferred into shares which vest two years from the date of award. Having considered our bonus deferral levels in the light of regulatory direction the deferral period which will apply for bonuses in respect of 2016 onwards will be three years. Deferred bonus shares are subject to malus between grant and vest and cash awards are subject to clawback for two years from the date of awards.	Operation	Award of shares subject to performance measured over a three-year period with a subsequent two-year holding period. Awards may only be exercised after the combined five-year period. Performance targets are set annually for each three-year cycle by the Remuneration Committee. Awards are subject to review by the Remuneration Committee and the Risk and Capital Committee at the end of the three-year performance period to confirm that vesting of the award is appropriate. Unvested awards are subject to malus. Dividend equivalents, or equivalents for other forms of awards, accrue over the five-year period on a re-invested basis.
Maximum opportunity	The maximum award opportunity in respect of any financial year is based on role and is up to 175% of salary.	Maximum opportunity	The maximum award opportunity is based on role. The maximum award possible under the plan rules is 500% salary.
Performance metrics	Performance is measured against a range of key financial metrics, strategic, customer and people indicators and personal performance. The performance scorecard is weighted with at least 50% of bonus based on financial performance and no less than 30% based on non-financial performance. A portion of the award may be based on individual performance objectives. This will be no more than 20% of the overall award. Performance is measured over 12 months.	Performance metrics	Vesting of the award is based on the following Group performance measures: · Cumulative Group operating profit performance before tax weighted at up to 100% of the award · Cumulative Group net flows weighted at no more than 50% of the award The split between these measures, for each grant, is set annually by the Remuneration Committee.
Legacy arrangements
There is currently no intention to make further awards under the following plans to executive Directors: · Standard Life Investments personal and company bonus plans - last operated (for an executive Director) for the Chief Executive Standard Life Investments, before his appointment to his new role · Standard Life Investments' Long-term Incentive plan - last award (to an executive Director) made in March 2015 to the Chief Executive, Standard Life Investments before his appointment to his new role · Group Long-term Incentive Plan - was replaced by the Executive LTIP at the 2014 Annual General Meeting and the last awards under this plan were made in March 2013 Further details on these plans are set out in the Annual report and accounts 2014.

Remuneration policy for new executive appointments

Principles

In determining remuneration arrangements for new appointments to the Board (including internal promotions), the Remuneration Committee applies the following principles:

· The Remuneration Committee takes into consideration all relevant factors, including the calibre of the individual, local market practice and existing arrangements for other executive Directors, adhering to the underlying principle that any arrangements should reflect the best interests of the Group and its shareholders

· Remuneration arrangements for new appointments will typically align with the remuneration policy approved by shareholders

· In the case of internal promotions, the Remuneration Committee will honour existing commitments entered into before promotion

· The Remuneration Committee will explain to shareholders the rationale for the relevant arrangements in the following year's Directors' remuneration report; and the maximum level of bonus and long-term incentive awards which may be awarded to a new executive Director (excluding the Chief Executive, Standard Life Investments) at or shortly following recruitment shall be limited to 475% of salary. The maximum level for the Chief Executive, Standard Life Investments will be 865% of salary. These limits exclude buyout awards and are in line with the policy table approved by shareholders.

Components and approach

The remuneration package offered to new appointments may include any element of remuneration included in the remuneration policy, or any other element which the Remuneration Committee considers is appropriate given the particular circumstances but not exceeding the maximum level of bonus and long-term incentive awards detailed above. In considering which elements to include, and in determining the approach for all relevant elements, the Remuneration Committee will take into account a number of different factors, including (but not limited to) typical market practice, existing arrangements for other executive Directors and internal relativities, and market positioning.

Buyouts

To facilitate recruitment, the Remuneration Committee may make an award to buy out remuneration terms forfeited on leaving a previous employer. In doing so, the Remuneration Committee will adhere to the FCA guidance in relation to the practice of buyout awards to new recruits and, in particular, the requirements for Code Staff (as defined by the Group's regulators). In considering buyout levels and conditions, the Remuneration Committee will take into account such factors as the type of award and performance measures and the likelihood of performance conditions being met. The buyout award will reflect the foregone award in amount and terms (including any deferral or retention period and performance conditions) as closely as possible but within the structures and timing of equivalent Group plans. Where appropriate, the Remuneration Committee retains the discretion to utilise Listing Rule 9.4.2 (a rule, set by the United Kingdom Listing Authority, which permits an arrangement to be made without shareholder approval, specifically to facilitate, in unusual circumstances, the recruitment or retention of the relevant individual) for the purpose of making an award to 'buy out' remuneration terms forfeited on leaving a previous employer or to utilise any other incentive plan operated by the Group.

Service contracts

The executive Directors' terms and conditions of employment are detailed in their respective executive service contracts. In these contracts, the Remuneration Committee aims to strike the right balance between the Company's interests and those of the executive Directors, while ensuring that the contracts comply with best practice, legislation and the agreed remuneration principles. Contracts are not for a fixed term, but set out notice periods in line with the executive Director's role.

The terms and provisions that relate to remuneration in each of the executive Directors' contracts (that are not set out elsewhere in this report) are set out below. It is intended that the terms for any new appointment would be in line with these:

Provision	Policy
Notice periods	Six months by the executive Director to the Company. Up to 12 months by the Company to the executive Director. A payment in lieu of notice can be made.
Remuneration	Salary, pension contributions and core benefits are specified in the contracts and are treated as described above. There is no contractual entitlement to participate in the annual bonus plan or receive long-term incentive awards. Individuals are notified of these discretionary schemes at the beginning of each year.
Non-compete clauses	Applies during the contract and, at the Company's choice, for up to six months after leaving.
Contract dates	Director Keith Skeoch Luke Savage Paul Matthews Colin Clark	Date of current contract 5 October 2015 24 April 2014 29 October 2015 1 November 2015

Keith Skeoch signed a new contract in October 2015, reflecting his appointment to Chief Executive from 5 August 2015, his previous contract was signed on 3 April 2006. Luke Savage's contract was effective from 18 August 2014. Paul Matthews' and Colin Clark's contracts were effective from 1 November 2015.

The service agreements for executive Directors are available for shareholders to view on request from the Group Company Secretary at the Company's registered address (details of which can be found in Section 14) and at the 2016 AGM.

Loss of office remuneration

The Remuneration Committee will consider the following factors when considering remuneration for loss of office:

· The individual's service contract and the rules of the relevant incentive plans

· Circumstances of the loss of office

· Performance during office

· The commercial justification for any payments

The remuneration policy for loss of office for executive Directors is as follows:

Provision	Policy
Pay in lieu of notice	Any payment in lieu of notice will be up to 12 months' salary, pension contributions and the value of other contractual benefits. A duty to mitigate applies. The payment may be made in phased instalments and the policy is to do this for notice periods of over six months.
All-employee share plans	Rights to awards are governed by the rules of the respective plans. Awards under all-employee share plans vest in accordance with their terms, under which good leavers are entitled to shares on or shortly after cessation. Other leavers would usually forfeit awards.
Bonus awards and long-term incentive awards	Rights to awards are governed by the rules of the respective plans. Typically, for good leavers, rights to annual bonus and long-term incentive awards will be pro-rated for time in service to termination as a proportion of the performance period and will, subject to performance, be paid at the usual time (which in the case of the Executive LTIP will normally include the holding period). Outstanding deferred share awards typically vest in full at the date of termination. In certain circumstances, such as the individual's death, the Remuneration Committee retains the discretion to accelerate payments if it is considered appropriate. In all plans, the Remuneration Committee retains the discretion to dis-apply time pro-rating for good leavers (see below) and, in the case of the Group LTIP and Executive LTIP, performance pro-rating. Typically, for other leavers, rights to annual bonus and outstanding long-term incentive awards will be forfeited. In the rules of the annual bonus plans and long-term incentives plans distinction is made between good leavers and other leavers. A good leaver is someone whose employment comes to an end because of death, ill health, injury, disability, redundancy or retirement as determined by their employing company, sale of the employing company or business or any other circumstance at the discretion of the Remuneration Committee. For the purposes of the Standard Life Investments Long-Term Incentive Plan, a good leaver may also include an individual who is transferred out of Standard Life Investments to another company in the Group. In determining whether an individual is a good leaver, the Remuneration Committee will exercise its judgement in a manner which seeks to be in the Group's interests taking into account all relevant factors in relation to the departure. Where judgement has been exercised, the Remuneration Committee would provide an explanation in the following year's Directors' remuneration report.
Other payments	Other payments such as legal fees or outplacement costs may be paid if considered commercially appropriate.

In the event of a change of control, executive Directors may receive a cash bonus in respect of the year in which the change of control occurs which, unless the Remuneration Committee determines otherwise, will be time pro-rated by reference to the bonus year. Outstanding deferred share awards will typically vest in full. Long-term incentives will normally vest early, taking into account the extent to which any relevant performance conditions have been met and, unless the Remuneration Committee determines otherwise, the time that has elapsed from the beginning of the relevant performance period. If the Company undergoes a winding up or is subject to a demerger, delisting, special dividend or other event which in the opinion of the Remuneration Committee may affect the current or future share price, the Remuneration Committee may allow awards to vest on the same basis as for a change of control.

The treatment of other awards in the event of a change of control will be in line with the relevant plan rules as approved by shareholders.

There is no provision for compensation payments for loss of office for non-executive Directors.

The annual remuneration report is set out in section 5.3 and section 5.4 and is subject to an advisory vote of shareholders at the AGM.

5.3 Annual remuneration report - what we did in 2015 for executive Directors

Single total figure of remuneration - executive Directors (audited)

The following table sets out the single total figure of remuneration for each of the executive Directors who served as a Director at any time during the financial year ending 31 December 2015. Where a Director has been appointed or stepped down during the year the remuneration included in the table is that paid for the period for which they were an executive Director.

Executive Directors		Basic salary for year	Taxable benefits in year¹	Annual bonus earned for year	Long-term incentives with performance period ending during the year^2,3	Other payments⁴	Pension allowance paid in year	Total remuneration for the year
Executive Directors		£000s	£000s	£000s	£000s	£000s	£000s	£000s
Keith Skeoch⁵	2015	574	36	1,489	1,400	-	143	3,642
	2014	447	-	1,630	3,697	-	112	5,886

Luke Savage⁵	2015	600	27	767	-	-	150	1,544
	2014	226	40	301	-	681	57	1,305

Paul Matthews	2015	107	3	139	16	-	27	292
	2014	-	-	-	-	-	-	-

Colin Clark	2015	98	-	159	70	-	25	352
	2014	-	-	-	-	-	-	-

David Nish⁵	2015	493	10	779	713	-	148	2,143
	2014	806	17	1,345	3,673	-	242	6,083

¹This includes the taxable value of all benefits paid in respect of the year ended 31 December 2015. This includes car allowances of £15,867 for Luke Savage, £2,337 for Paul Matthews and £9,896 for David Nish. Luke Savage also received a travel allowance payable at a rate of £7,500 per month for a maximum period of six months from his appointment with the final payment made 15 February 2015. The amount payable in respect of the period 1 January 2015 to 15 February 2015 was £11,087. Keith Skeoch received reimbursement for personal expenses incurred as a result of business requirements. Also included for all executive Directors is private health cover at a cost to the Group of £375 per employee.

²The figure reported for long-term incentives with a performance period ending 31 December 2015 is the market value of the Group LTIP and Standard Life Investments LTIP awards that will vest in March 2016. The share price at the date of vesting was not known at the date of publication of this report and therefore the number of Standard Life plc shares that will vest has been multiplied by the average share price over the quarter ending 31 December 2015 (£4.0448). The number of shares vesting includes additional Standard Life plc shares received in respect of accrued dividends from grant through to 31 December 2015. Where a Director has been appointed or ceased to hold the position in the year the amount has been pro-rated accordingly.

³The figure reported for long-term incentives in 2014 has been restated. The market values at the date of vesting of the Group LTIP and Standard Life Investments LTIP, estimated in the Annual report and accounts 2014, are now known. The estimates provided in last year's report were: Keith Skeoch £3,083k, David Nish £3,063k.

⁴The other payments for 2014 comprise a cash award of £540,000 made to Luke Savage in recognition of long-term awards and £141,165 in respect of short-term awards awarded by his previous employer which were forfeited on joining Standard Life. Of the amount of £540,000, £270,000 was paid in 2014, £135,000 in 2015 and £135,000 will be paid in 2016 subject to ongoing employment requirements. The amount of £141,165 relating to the short-term award was paid in March 2015.

⁵Luke Savage and David Nish participate in the Standard Life Sharesave Plan - their options are not yet exercisable. Both Keith Skeoch and David Nish participate in the Standard Life (Employee) Share Plan - the maximum annual award of matching shares is currently £300.

Base salary

	Annual base salary as at 1 Jan 2015	Annual base salary from 16 March 2015	Annual base salary from 5 August 2015 or date of appointment if later	Total base salary paid in 2015

Keith Skeoch	£450,000	£500,000	£700,000	£573,704

Luke Savage	£600,000	£600,000	£600,000	£600,000

Paul Matthews¹	-	-	£630,000	£107,392

Colin Clark¹	-	-	£600,000	£98,443

David Nish²	£810,000	£835,000	-	£492,855

¹Paul Matthews and Colin Clark were appointed with effect from 1 November 2015 and the salary shown is that paid from 1 November to 31 December 2015.

²David Nish ceased to be a Director on 5 August 2015 and the salary shown is that paid from 1 January 2015 to 5 August 2015.

Pension (audited)

Executive Directors received a cash allowance in lieu of pension as follows:

	Cash allowances in lieu of pension contribution as a % of salary	Paid in 2015

Keith Skeoch	25%	£142,827

Luke Savage	25%	£150,401

Paul Matthews¹	25%	£26,519

Colin Clark¹	25%	£24,920

David Nish²	30%	£147,921

¹Paul Matthews and Colin Clark were appointed with effect from 1 November 2015 and the pension allowance shown is that paid from 1 November 2015 to 31 December 2015.

²David Nish ceased to be a Director on 5 August 2015 and the pension allowance shown is that paid from 1 January 2015 to 5 August 2015.

In addition to the cash allowance shown above Paul Matthews is a member of the Standard Life Staff Pension Scheme. Under the pension scheme rules his normal retirement date is at age 60. At 31 December 2015 he was aged 55 and his accrued defined benefit pension was £136,616 per annum. There is no additional value paid on early retirement.

Annual bonus plans

Group annual bonus opportunity

The target and maximum bonus award opportunities (expressed as a percentage of base salary at 31 December 2015) that could be earned in respect of 2015 Group performance were:

	Target	Maximum opportunity

Keith Skeoch¹	30%	60%

Keith Skeoch²	75%	175%

Luke Savage	65%	150%

Paul Matthews³	65%	150%

Colin Clark³	75%	175%

David Nish	75%	175%

¹For period 1 January 2015 to 4 August 2015 and based on salary at 4 August 2015.

²For period 5 August 2015 to 31 December 2015.

³Paul Matthews and Colin Clark were appointed with effect from 1 November 2015 and the bonus opportunity shown is effective from that date.

Group annual bonus outcome

The actual financial performance targets and the detailed non-financial measures used for the determination of the annual bonus plans for 2015 have not been disclosed in this Directors' remuneration report as the Board deems that, given the annual bonus rewards achievement of the Group's business plan, the disclosure of these could seriously prejudice the Group's business. The financial targets will be disclosed, at the earliest, in the Directors' remuneration report published for the financial year following the year for which the bonus is paid.

2015 Group annual bonus

The bonus award is based on Group performance and personal performance. The relative weightings are 90% based on Group performance and 10% on personal performance for Keith Skeoch and David Nish and 80% based on Group performance and 20% on personal performance in respect of the other executive Directors.

The scorecard is based on a scale of 1 to 5 with 5 reflecting maximum, 3 on target and 1 unsatisfactory performance.

More information on the Group's financial key performance indicators can be found in Section 1.3 of the Strategic report.

Before approving the level of performance in 2015, the Remuneration Committee sought the views of the Group Chief Risk Officer and the Risk and Capital Committee on the management of risk within the business.

The key achievements, scores for each element and overall score for the 2015 scorecard are shown in the following tables:

Element	Financial
Performance measures	Group operating profit before tax¹ Operating return on equity (RoE)¹
Key achievements	Strong financial performance including: · Group operating profit before tax of £663m - above maximum · Operating return on equity of 14.5% - above maximum
Score (out of 5)	5
¹ Operating profit and RoE Group targets were set based on the continuing business at 1 January 2015. Therefore the reported outcomes exclude Canada but include Singapore (although its inclusion does not change the vesting outcome).
Element	Strategic/delivery/process
Performance measures	Management of the Group's strategy and its deployment in each business unit including the annual investment programme, any corporate actions and the efficiency of the Group's balance sheet.
Key achievements	Continuation of progress toward becoming a world-class investment company including: · Completion of the sale of the Canadian business · Return of value to shareholders · Integration of Ignis Asset Management into Standard Life Investments · Launch of 1825, 56°and Standard Life Savings brands · Bank of England approval of Solvency II internal capital model · Plc revolving credit facility reduced and extended for a further five years
Score (out of 5)	3.5

Element	Customer and external leadership
Performance measures	Drive customer focus within the organisation and build advocacy for the Standard Life brand. Protect and enhance Standard Life's corporate reputation.
Key achievements	· Responded strongly to unprecedented customer demand arising from the new pension freedoms, helping customers make the most of the opportunities available to them · Retained our position on our key sustainability indices - Dow Jones Sustainability Indices World and Europe, FTSE 4 Good and the Climate Disclosure Project · Generated global brand exposure through our Andy Murray partnership, promoted our Ryder Cup sponsorship and concluded preparatory work for the January 2016 launch of our British & Irish Lions partnership
Score (out of 5)	3.75

Element	People
Performance measures	Develop our organisational capability by building the environment, the resources, capabilities and developing the behaviours we will need. This will include: · Ensuring the environment we work in creates a culture of continuous improvement · Developing powerful and consistent leadership, identifying and growing tomorrow's leaders · Embedding our remuneration and performance management strategy to encourage high performance and the delivery of our business objectives
Key achievements	· Continued commitment to youth employment. Awarded gold status by Investors in People. · Continued strong engagement, measured by our interaction survey, during a year of change · First corporate employer to become a Living Wage Friendly Funder · Diversity and inclusion focus has continued with an increase in female participants in our emerging leaders programme to 56% and inclusion in The Times Top 50 Employers for Women
Score (out of 5)	4

Based on performance against each of the four Group performance elements and considering the performance of the Group as a whole, the Remuneration Committee approved a rating of 4.6 out of 5 for performance against the Group scorecard during 2015.

In addition, performance for each executive Director is measured against personal scorecards and objectives and against our leadership model to determine their bonus in relation to the personal bonus element.

As a result of the approved ratings, the Group annual bonus outcome as approved by the Remuneration Committee for 2015 is:

		Bonus opportunity based on Group performance as a % of total bonus	Bonus opportunity based on Personal performance as a % of total bonus	Total bonus payable as a % of bonus maximum	Total bonus payable as a % of base salary	Total
Keith Skeoch¹	Maximum	90%	10%	100%	117%
	Actual	80%	7%	87%	101%	£586,524
Luke Savage²	Maximum	80%	20%	100%	150%
	Actual	71%	14%	85%	128%	£767,400
Paul Matthews^2,3	Maximum	80%	20%	100%	150%
	Actual	71%	17%	88%	132%	£139,118
Colin Clark^2,3	Maximum	80%	20%	100%	175%
	Actual	71%	20%	91%	159%	£159,413
David Nish^2,4	Maximum	90%	10%	100%	175%
	Actual	80%	10%	90%	157%	£779,387

¹Keith Skeoch's combined Group annual bonus is shown. This comprises the Group annual bonus earned as Chief Executive, Standard Life Investment for the period 1 January 2015 to 4 August 2015 based on his salary at 4 August 2015 of £500,000 and the bonus earned as Chief Executive for the period 5 August 2015 to 31 December 2015 based on the salary at 31 December 2015 of £700,000.

²Total bonus payable calculated on salary at 31 December 2015.

³For the period from 1 November 2015.

⁴Total bonus shown is for the period 1 January 2015 to 5 August 2015.

If the bonus payable amounts to more than 25% of salary, then half of the amount above 25% of salary is deferred for two years into an award over Standard Life plc shares. The deferral is not made if the amount to be deferred is less than 10% of salary.

There will be no deferral in respect of David Nish's bonus as the timing of the grant of deferred shares will coincide with the termination of his employment and as he is a good leaver the award would immediately vest.

2015 Standard Life Investments bonus outcome

Keith Skeoch participated in the Standard Life Investments' personal and company bonus plans until 4 August 2015, in addition to the Group annual bonus. These plans reward participants based on Standard Life Investments' corporate and investment performance. Consistent with fund management practice, the amount of the bonus pool is determined by reference to Standard Life Investments' financial performance, having regard to the total remuneration spend.

· Personal bonus plan - rewards participants for personal performance in the year. Keith Skeoch's opportunity for 2015 was 105% of salary

· Company bonus plan - Keith Skeoch's company bonus opportunity for 2015 was equal to 200% of salary

The determination of annual bonuses at Standard Life Investments is subject to two levels of control. First, the board of Standard Life Investments (Holdings) Limited reviews its financial results, and, after taking into account the level of overall performance and risk, its remuneration committee proposes the level of bonus payments. The second level of control is when this is referred to the Remuneration Committee which reviews these recommendations and determines the bonuses to be paid to the most senior employees within Standard Life Investments.

In 2015, Standard Life Investments continued to expand globally and had another very successful year. The key achievements during the year in which the bonus outcome was determined were:

· Very strong EBITDA performance up 32% to £352m (2014: £266m) with EBITDA margin up to 42% (2014: 39%)

· Strong investment performance with third party AUM (excluding strategic life partner businesses) above benchmark: one year 88%; three years 95%; and five years 90%

· Revenue yield on third party AUM from our growth channels remained strong

· Strong third party net inflows from our growth channels of £10.3bn (2014: £1.7bn)

· 67% or £8.4bn (2014: £4.1bn) of Institutional and Wholesale third party net inflows from outside the UK with strong net inflows across all geographies including Asia Pacific with net inflows of £1.2bn (2014: £0.4bn)

· High levels of client service and an increasingly global client base

Based on Keith Skeoch's and Standard Life Investments' performance in 2015, the Remuneration Committee approved a personal bonus award of 105% of salary and a company bonus award of 200% of salary. These were based on his salary at 4 August 2015 and were pro-rated.

Company bonus plan

Personal bonus plan

Total bonus

payable as a % of bonus maximum

Total bonus payable as a % of base salary

Total bonus

Keith Skeoch

Maximum

200%

105%

100%

305%

Actual

200%

105%

100%

305%

£902,495

Summary of bonus outcomes (audited)

The following table shows the total bonus awards made in respect of 2015. Annual bonus payments are not pensionable.

	Group cash bonus	Group deferred bonus	Standard Life Investments' cash bonus	Standard Life Investments' deferred bonus	Total
Keith Skeoch	£365,967	£220,557	£488,235	£414,260	£1,498,019
Luke Savage	£458,700	£308,700	-	-	£767,400
Paul Matthews	£82,718	£56,400	-	-	£139,118
Colin Clark	£92,239	£67,174	-	-	£159,413
David Nish	£779,387	-	-	-	£779,387

2014 Group annual bonus - disclosure of financial targets

The financial targets used in the determination of the 2014 Group annual bonuses paid in March 2015 and not previously disclosed are shown below. As disclosed in the Directors' remuneration report in the Annual report and accounts 2014 the targets for 2014 performance were restated to remove the Canadian business sold in January 2015 and include Ignis, acquired in July 2014. The restated targets for the 2014 performance year were as follows:

Performance measure	Threshold	Target	Maximum	Outcome
Group operating profit before tax¹	£505m	£540m	£580m	£581m
European Embedded Value operating profit after tax¹	£453m	£525m	£588m	£627m
Operating return on equity¹	14.5%	15.5%	16.7%	17.6%

¹Excluding Life joint ventures which referred in 2014 to HDFC Standard Life Insurance Company Limited and Heng An Standard Life Insurance Company Limited.

Long-term incentives

Standard Life Long-Term Incentive Plan (Group LTIP)

The plan under which awards were made in 2013 is the Group LTIP. The Executive LTIP has been used to grant awards since May 2014.

The awards granted in 2013 under the Group LTIP have a performance condition based on Group operating profit before tax. The awards are also subject to two underpins when assessing the Group performance. The first requires the Risk and Capital Committee to be satisfied that performance obtained has been achieved within acceptable defined risk parameters. The second requires the Remuneration Committee to be satisfied that Group operating profit performance reflects overall Group performance.

2013 Group LTIP awards vesting in respect of performance ending in 2015 (audited)

Awards were made in March 2013 of 200% of salary to David Nish and Keith Skeoch. The original targets for the 2013 Group LTIP award were adjusted to reflect the impact of certain corporate actions. Further details of the adjustments made are provided in the Annual report and accounts 2014.

	Threshold		Target	Maximum
2015 Group operating profit before tax		£610m	£675m	£740m
Actual performance		£663m¹

¹ The targets and actual performance include Singapore which has had an adverse impact on the vesting outcome. Canada is excluded from the targets and actual performance following the restatements in the Annual report and accounts 2014.

In line with the above results, the Remuneration Committee determined that 40.77% of awards granted to David Nish and Keith Skeoch in 2013 should vest in 2016.

Standard Life Investments Long-Term Incentive Plan (Standard Life Investments LTIP)

In 2013, in addition to the Group LTIP, Keith Skeoch participated in the Standard Life Investments LTIP. Under the Standard Life Investments LTIP, awards will only begin to vest if Standard Life Investments' investment performance (three-year money-weighted average) is above the lower quartile of the money-weighted average of all assets under management (both captive and third party assets) compared to other asset managers.

The level of vesting is then subject to consolidated cumulative third party EBITDA performance as shown in the following table. The actual EBITDA targets are not disclosed as the Board deems that this is commercially sensitive information and, if disclosed, could seriously prejudice the Group's business.

Performance

Consolidated cumulative three-year third party EBITDA

% of target award of shares that vest¹

Threshold

60% of target

Maximum

140% of target

200%

¹Vesting takes place on a straight line basis between 60% of target cumulative three-year third party EBITDA and 140% of target cumulative three-year third party EBITDA.

2013 Standard Life Investments LTIP awards vesting in respect of performance ending in 2015 (audited)

In line with the above, Keith Skeoch received an award under this plan in March 2013 equivalent to 200% of salary (at maximum vesting). No other executive Director in post in 2013 received an award under this plan.

The following table sets out performance against targets for the 2013 award.

Performance level	Below threshold		Threshold	Target	Maximum
Consolidated cumulative three-year third party EBITDA		<60% of target	60% of target	100% of target	140% of target
Actual performance					127.3% of target

As performance was above the lower quartile of the money-weighted average of all assets under management (both captive and third party assets) compared to other asset managers and the consolidated cumulative three-year third party EBITDA was 127.3% of target, the Remuneration Committee determined that 168.4% of the target award (84.2% of the maximum award) granted to Keith Skeoch in 2013 would vest in 2016.

Before an award can vest, the Risk and Capital Committee is required to verify to the Remuneration Committee that the level of vesting was not as a result of behaviour that has exposed the Group to undue risk. If the Risk and Capital Committee determines that the Group has been exposed to undue risk, the Remuneration Committee will take this into account when determining the level of vesting.

Awards granted in 2015

Awards to executive Directors were made in 2015 under the Executive LTIP and the Standard Life Investments LTIP.

The table below summarises the key details of the awards made in 2015 (audited):

Award

Type of interest

Basis of award (% of salary and face value at grant)

Performance criteria

% of award vesting at threshold

% of award vesting at maximum

2015 Executive LTIP award, vests on 27 March 2020

Nil-cost option

Keith Skeoch

Value: 200%

Face value: £1,000,000

Luke Savage

Value: 125%

Face value: £750,000

David Nish

Value: 200%

Face value: £1,670,000

Cumulative Group operating profit before tax (70%) and cumulative Group net flows for the three-year period ended 31 December 2017

Vesting: 0% Cumulative Group operating profit before tax

Threshold: £1,670m

Cumulative Group net flows

Threshold: £16.6bn

Vesting: 100% Cumulative Group operating profit before tax

Maximum: £2,040m

Cumulative Group net flows

Maximum: £27.6bn

2015 Standard Life Investments LTIP award, vests on 30 March 2018

Nil-cost option

Keith Skeoch

Value: 200%

Face value: £1,000,000

Consolidated cumulative three-year third party Standard Life Investments (Holdings) Limited EBITDA to 31 December 2017; subject to an investment gateway

Vesting: 0%

Threshold: 60% of EBITDA target

Vesting: 100%

Maximum: 140% of EBITDA target

All of the above awards are subject to an additional personal performance underpin whereby, if an executive Director performs at an unsatisfactory level in any year during the three-year performance period, their original award would be reduced by one-third, unless the Chief Executive, or the Remuneration Committee in the case of the Chief Executive, recommends otherwise.

As explained in the Remuneration Chairman's statement, Colin Clark was granted an award under the Standard Life Restricted Stock Plan before his appointment.

Award

Type of interest

Basis of award and face value at grant

Performance criteria

% of award vesting at threshold

% of award vesting at maximum

Standard Life Restricted Stock Plan, vests on 31 March 2017¹

Nil-cost option

Colin Clark

Face value £700,000

Maintaining a personal performance level above a pre-determined threshold

Vesting: 0%

Vesting: 100%

¹ The Standard Life Restricted Stock Plan is a plan under which the Company can make share-based awards (options and conditional awards) to all employees other than executive Directors.

Share ownership

A shareholding requirement was implemented in 2014 and we continue to require executive Directors and senior management to maintain a material long-term investment in Standard Life plc shares.

Keith Skeoch is required to hold 500% (increased from 300% at the time of his appointment to Chief Executive) of the value of his base salary in the form of Standard Life plc shares. Luke Savage, Paul Matthews and Colin Clark are required to acquire and hold Standard Life plc shares to the value of 200% of their base salary from awards granted under the Executive LTIP and deferred annual bonus plan following their appointment to the Board.

The shares which the executive Directors are required to hold to reach their respective shareholding requirement are based on the net vested shares arising from the exercise of an award. Net vested shares are those shares which the executive Director would retain after selling sufficient shares to cover the costs of the income tax and employee national insurance payable when the award is exercised. Executive Directors will be required to hold shares arising from the following awards:

· 100% of the net vested shares that could be acquired from the exercise of awards granted from 2014 onwards or the date of their appointment if later (this includes the awards arising from the deferral of annual bonus and awards granted under the Executive LTIP and the Standard Life Investments LTIP)

· 50% of the net vested shares that could be acquired from the exercise of awards granted prior to the introduction of the new requirement (this includes awards arising from the deferral of annual bonus and awards granted under the Group LTIP and the Standard Life Investments LTIP)

· Shares currently held which were obtained from the exercise of awards and which contributed to satisfying the previous shareholding guidelines

Paul Matthews was subject to previous shareholding guidelines and from 2014, when the requirement was introduced, to a shareholding requirement. As Colin Clark was not subject to the previous shareholding guidelines, under the requirement he is only required to hold shares from awards granted in 2016 onwards. Executive Directors will be required to retain shares held in respect of the requirement for a period of one year following their departure from the Group. The Remuneration Committee reviews progress against the requirement annually and retains discretion to require executive Directors to purchase shares to meet the requirement.

Directors' interests in shares (audited)

The following table shows the total number of Standard Life plc shares held by the executive Directors and their connected persons.

	Total number of shares owned at 1 January 2015	Shares acquired/ (sold) by the Director during the period 1 January 2015 to 13 March 2015	Total number of shares owned at 13 March 2015	Total number of shares owned at 16 March 2015 or date of appointment if later	Shares acquired/ (sold) by the Director during the period 16 March 2015 to 31 December 2015	Total number of shares owned at 31 December 2015 or date of cessation if earlier	Total value⁴ of shares owned at 31 December 2015 as a % of salary at 31 December 2015	Shares acquired/ (sold) by the Director during the period 31 December 2015 to 18 February 2016
Pre share consolidation on 13 March 2015¹				Post share consolidation on 13 March 2015
Keith Skeoch	1,908,881	71	1,908,952	1,561,868	492,340	2,054,208	1143%	40
Luke Savage	-	-	-	-	129	129	0%	47
Paul Matthews²	-	-	-	175,186	101	175,287	108%	53
Colin Clark²	-	-	-	666,197	-	666,197	433%	-
David Nish³	2,262,333	71	2,262,404	1,851,055	548,237	2,399,292	1120%	-

¹The date on which the Company's shares were consolidated on a 9 for 11 basis.

²Paul Matthews and Colin Clark were appointed with effect from 1 November 2015 and share ownership is shown from the date of their appointment.

³David Nish ceased to be a Director on 5 August 2015 and the closing number of shares is stated as at that date and the value based on his salary at that date.

⁴The closing share price at 31 December 2015 used to determine total value was 389.7p.

As is shown from the table, Keith Skeoch met the share ownership requirement in 2015. Luke Savage was appointed in August 2014 and no share awards have vested and as such he does not meet the shareholding requirement. Paul Matthews holds 108% from share awards that were subject to the previous guidelines which count towards the requirement. Colin Clark holds 433% from previous awards. David Nish met the shareholding requirement at the point he ceased to be a Director and is required to continue to comply with his shareholding requirement for a period of one year from the date his employment ceases.

This table shows, in relation to each executive Director, the total number of share options with and without performance conditions held at 31 December 2015:

	Options with performance measures¹	Options without performance measures²	Vested but unexercised	Exercised during the year³
Keith Skeoch	1,358,997	32,328	-	789,794
Luke Savage	340,182	35,192	-	-
Paul Matthews	465,316	88,805	-	-
Colin Clark	1,269,339	-	-	-
David Nish	1,190,729	271,723	-	935,064

¹This comprises awards made under the Group LTIP in 2013, Executive LTIP awards in 2014 and 2015 and awards under the Standard Life Investments LTIP in 2013, 2014 and 2015 excluding shares to be awarded in lieu of dividend equivalents. In the case of Colin Clark this also includes awards made under the Standard Life Restricted Stock plan. All awards granted to Paul Matthews and Colin Clark were granted before their appointments as executive Directors on 1 November 2015. David Nish's awards will be pro-rated on a time basis when his employment ceases.

²This comprises deferred bonus awards made in 2014 and 2015 and options granted under the Standard Life Sharesave Plan excluding shares to be awarded in lieu of dividend equivalents. All awards granted to Paul Matthews were granted before his appointment as executive Director on 1 November 2015.

³This comprises exercises of awards made under the 2012 Group and Standard Life Investments LTIPs and deferred share awards from the 2012 Group bonus plan including dividend equivalents. This excludes awards exercised by Paul Matthews and Colin Clark which were granted before their appointments as executive Directors on 1 November 2015.

The closing market price of Standard Life plc shares at 31 December 2015 was 389.7p and the range for the year was 365.9p to 499.9p.

Directors' interests in the Company's shares through the medium of the Group's share plans, granted after appointment to executive Director are shown below.

Group, Executive and Standard Life Investments LTIPs

Awards are subject to vesting conditions that are based on continuous employment and on satisfying corporate performance targets over the performance period. All awards lapse six months after the expected first date of exercise and carry the right to receive rolled-up dividends, but only to the extent awards vest. All awards were granted under the Executive LTIP unless otherwise noted.

Award dates			Number of shares							Value of shares
Original award	Expected first date of exercise		Original award	2015 awards	Shares in lieu of rolled-up dividends from date of grant to end of year	Exercised during year¹		Lapsed during year	At end of year	Share price at award date²	Share price on exercise date		Actual date of exercise	Total value on exercise date
Keith Skeoch
29/03/12³		29/03/15	365,088	-	53,723		418,811	-	-	£2.3282	£4.8080		30/03/2015	£2,013,643
29/03/12⁴		29/03/15	365,088	-	53,723		349,914	68,897	-	£2.3282	£4.8080		30/03/2015	£1,682,387
25/03/13³		25/03/16	236,634	-	40,365		-	-	276,999	£3.6998	-		-	-
25/03/13⁴		25/03/16	236,634	-	40,365		-	-	276,999	£3.6998	-		-	-
28/03/14⁴		28/03/17	237,818	-	19,409		-	-	257,227	£3.7844	-		-	-
20/05/14		20/05/19	231,469	-	18,890		-	-	250,359	£3.8882	-		-	-
27/03/15		27/03/20	-	207,805	7,962		-	-	215,767	£4.8122	-		-	-
30/03/15⁴		30/03/18	-	208,637	7,993		-	-	216,630	£4.7930	-		-	-
			1,672,731	416,442	242,430		768,725	68,897	1,493,981
Luke Savage
10/09/14		10/09/19	184,329	-	9,818		-	-	194,147	£4.0688	-		-	-
27/03/15		27/03/20	-	155,853	5,971		-	-	161,824	£4.8122	-		-	-
			184,329	155,853	15,789		-	-	355,971
David Nish⁵
29/03/12³		29/03/15	665,750	-	97,969		763,719	-	-	£2.3282		£4.7589	31/03/2015	£3,634,462
25/03/13³		25/03/16	427,050	-	72,849		-	-	499,899	£3.6998		-	-	-
20/05/14		20/05/19	416,645	-	34,005		-	-	450,650	£3.8882		-	-	-
27/03/15		27/03/20	-	347,034	13,297		-	-	360,331	£4.8122		-	-	-
			1,509,445	347,034	218,120		763,719	-	1,310,880

¹The 2012 Group LTIP vested at 100% and the Standard Life Investments LTIP vested at 83.6%.

²Based on the average share price for the five dealing days immediately before the awards were granted.

³Awards granted under the Group LTIP.

⁴Awards granted under the Standard Life Investments LTIP.

⁵The awards granted in 2014 and 2015 will be pro-rated on a time basis on the date employment ends (31 March 2016).

Bonus awards - deferred shares

These awards are the deferred share elements of the 2012, 2013 and 2014 bonus awards. The value of the bonus deferred into share awards is reported within the annual bonus figures shown in the Directors' remuneration for the year for which the bonus is payable. All awards lapse six months after the expected first date of exercise and carry the right to receive rolled-up dividends, but only to the extent awards vest.

Award dates Number of shares Value of shares
Original award		Expected first date of exercise		Original award	2015 awards	Shares in lieu of rolled-up dividends from grant to end of year	Exercised during year	Lapsed during year	At end of year	Share price at award date¹	Share price on exercise date	Actual date of exercise	Total value on exercise date
Keith Skeoch
28/03/13	28/03/15			18,907	-	2,162	21,069	-	-	£3.3260	£4.8080	30/03/2015	£101,300
28/03/14	28/03/16			14,503	-	1,194	-	-	15,697	£3.4480	-	-	-
27/03/15	27/03/17			-	17,825	695	-	-	18,520	£4.0710	-	-	-
				33,410	17,825	4,051	21,069	-	34,217
Luke Savage
27/03/15			27/03/17	-	30,076	1,173	-	-	31,249	£4.0710	-	-	-
				-	30,076	1,173	-	-	31,249
David Nish²
28/03/13			28/03/15	153,751	-	17,594	171,345	-	-	£3.3260	£4.7589	31/03/2015	£815,414
28/03/14			28/03/16	121,991	-	10,062	-	-	132,053	£3.4480	-	-	-
27/03/15			27/03/17	-	140,063	5,464	-	-	145,527	£4.0710	-	-	-
				275,742	140,063	33,120	171,345	-	277,580

¹Based on the average share price for the month of December preceding the date the awards were granted.

²All unvested awards will vest in full on the date employment ends (31 March 2016).

The Standard Life Restricted Stock Plan

As detailed in the Chairman's statement the Remuneration Committee granted Colin Clark an award under this plan, before his appointment on 1 November 2015.

Original award	Expected first date of exercise	2015 awards	Shares in lieu of rolled-up dividends from grant to end of year	At end of year
8/10/15	31/03/17	173,181	-	173,181

The Standard Life Sharesave Plan

David Nish was granted options over 9,669 Standard Life plc shares exercisable from 1 November 2016 under the Sharesave Plan on 15 September 2011. The exercise price for these options is £1.5746. Under the rules of the plan he will be permitted to exercise the option within 6 months of the date his employment ceases. Luke Savage was granted options over 5,116 Standard Life plc shares exercisable from 1 November 2019 under the Sharesave Plan on 12 September 2014. The exercise price for these options is £2.961.

Executive Directors' external appointments

Subject to the Board's approval, executive Directors are able to accept a limited number of external appointments to the boards of other organisations and can retain any fees paid for these services. Significant executive Director appointments held during the year are shown below:

Executive Director	Role and organisation	2015 Fees
Keith Skeoch	Director of the Investment Association (until 9 September 2015) Non-executive Director of the Financial Reporting Council	£nil
Luke Savage	Member of Council, Queen Mary University of London	£nil
Paul Matthews	Member of the board of the Association of British Insurers	£nil
David Nish¹	Member of the Financial Services Advisory Board Member of the Advisory Council of TheCityUK Deputy Chairman of the Association of British Insurers Non-Executive Director of the UK Green Investment Bank	£17,836

¹Appointments held at 5 August 2015 and fees earned to that date.

Loss of office payments (audited)

The Board announced on 19 June 2015 that David Nish was stepping down as Chief Executive on 5 August 2015 with his notice period commencing on 1 July 2015. The Company's policy for payment for loss of office is set out on page 81.

All payments made to David Nish in respect of the period in 2015 in which he was a Director are reported in the single figure of remuneration and following sections in Section 5.3. The following payments have been made in respect of the period 6 August 2015 to 31 December 2015:

· Base salary: £339,216

· Benefits: £6,886

· Pension: £101,701

· Annual bonus: £531,563 (in line with our normal practice as David Nish is prevented from taking up alternative employment whilst on garden leave he remained eligible for a bonus for this period)

· Long-term incentive awards: £111,420 (which reflects the proportion of the 2013 Group LTIP award relating to the period 6 August 2015 to 31 December 2015). This vests in 2016 and is performance tested in line with the rest of the award as described on page 87. In line with the approach taken in the single figure table in section 5.3, the value of this award is based on the average Standard Life plc share price for the quarter 1 October 2015 to 31 December 2015. The award will vest on 25 March 2016.

As disclosed when his departure was announced on 19 June 2015, David Nish will be on garden leave until 31 March 2016 at which point he will cease to be an employee. Until this point he will continue to receive his base salary of £835,000 per annum, his allowances and all benefits in line with the terms of his executive service agreement. When his employment ceases on 31 March 2016 he will be entitled to payment in lieu of notice in respect of the remainder of his notice period (three months) which will be paid in instalments and is subject to mitigation. The payment in lieu of notice will include his salary, car allowance and pension allowance. In line with our normal practice, David Nish will remain eligible to receive a bonus in respect of the period to 31 March 2016. He will also receive a payment of £105,981 in respect of untaken holidays, and £560 in respect of private medical cover.

Treatment of outstanding incentive awards

On cessation of employment, David's unvested deferred share award will vest in full in line with the plan rules.

Unvested long-term incentive plan awards made in 2014 and 2015 will be pro-rated to the end of the period of garden leave, and will vest subject to performance.

· 2014 Executive LTIP - pro-rated between 1 January 2014 and 31 March 2016 and will vest on 20 May 2019. The maximum number of shares anticipated to vest subject to performance (excluding future dividend-equivalents) is 337,576

· 2015 Executive LTIP - pro-rated between 1 January 2015 and 31 March 2016 and will vest on 27 March 2020. The maximum number of shares anticipated to vest subject to performance (excluding future dividend-equivalents) is 149,918.

Payments to former directors (audited)

Payments made to former directors during the year (if not reported elsewhere) will in future be reported here if they are in excess of £20,000. No such payments were made in 2015.

Pay compared to performance

The following table shows the single figure of total remuneration for the Director (and in the case of 2015 the Directors) in the role of Chief Executive (CE) for the same seven financial years as shown in the graph opposite. Also shown are the annual bonus awards and LTIP awards which vested based on performance in those years.

Year ended 31 December	Chief Executive	CE single figure of total remuneration (£000s)	Annual bonus award rates against maximum opportunity (%)¹	Long-term incentive plan vesting rates against maximum opportunity (%)
2015	Keith Skeoch²	1,487	87	40.77
2015	David Nish³	2,143	90	40.77
2014	David Nish	6,083	95	100
2013	David Nish	4,206	75	64
2012	David Nish⁴	5,564	88	100
2011	David Nish	2,601	77	63.5
2010	David Nish	1,971	83	_-
2009	Sir Sandy Crombie	2,175	67	49.67

¹The annual bonus award rates against maximum opportunity are in respect of the Group annual bonus plan for Keith Skeoch, David Nish and Sir Sandy Crombie.

²The single figure of remuneration shown is the remuneration shown in the single figure table, time apportioned for the period 5 August 2015 to 31 December 2015. Annual bonus award rates against maximum opportunity and the long-term incentive plan vesting rate relates to the Group annual bonus and Group LTIP.

³David Nish ceased to be CE with effect from 5 August 2015 and the figure reported is that relating to the period 1 January 2015 to 5 August 2015.

⁴The increase in the CE single figure for 2012 reflects David Nish's promotion to CE in 2010 and the correspondingly higher Group LTIP award granted, and also the impact of the increase in the Standard Life plc share price which moved from £1.86 at the award date to £3.46 on the first possible date of exercise and which drives the value outcome of the Group LTIP plan. All unvested awards will vest in full on date employment ends (31 March 2016).

Relative importance of spend on pay

The following table compares what the Group spent on employee remuneration to what is paid in the form of dividends to the Company's shareholders. Also shown is the Group's operating profit before tax from continuing operations which is provided for context as it is one of our key performance measures:

	Remuneration payable to all Group employees (£m)	Dividends paid in respect of financial year (£m)	Group operating profit before tax (£m)
2015	635	362	665
2014¹	577	358	608

¹The group operating profit comparative for the year ended 31 December 2014 has been restated to exclude Singapore which is a discontinued operation.

Percentage change in remuneration of the director in the position of Chief Executive

The table below shows the percentage year-on-year change in salary, benefits and annual bonus earned between the year ended 31 December 2014 and the year ended 31 December 2015 for the Chief Executive compared to the average UK based Group employee:

	% change in base salary	% change in bonus	% change in benefits
CE¹	(13.6%)	(8%)	(5%)
UK based employees of the Group	3%	1%	0%

¹Due to the change in Chief Executive during the year, the movement in salary reflects the difference between David Nish's salary at 31 December 2014 and Keith Skeoch's salary at 31 December 2015. The movement in bonus compares the total bonus payable as a percentage of maximum bonus opportunity under the Group annual bonus plan for Keith Skeoch in 2015 and David Nish in 2014 and excludes the bonus under the Standard Life Investments personal and company bonus plans.

Implementation of policy in 2016

Base salary

The Remuneration Committee considered it appropriate to award increases as follows:

	Increase to base pay	Base pay effective from 16 March 2016
Keith Skeoch	-	£700,000
Luke Savage	£15,000	£615,000
Paul Matthews	-	£630,000
Colin Clark	-	£600,000

Bonus

The executive Directors will participate in the Group annual bonus plan. Target and maximum award opportunities are:

	Target	Maximum opportunity
Keith Skeoch	75%	175%
Luke Savage	65%	150%
Paul Matthews	65%	150%
Colin Clark	75%	175%

For Keith Skeoch, 90% of the award will be based on Group performance and 10% on personal performance. For the other executive Directors, 80% of the award will be based on Group performance and 20% on personal performance.

In evaluating the non-financial metrics, the Remuneration Committee will reference, where possible, objective data and will exercise judgement in determining achievement of objectives when assessing performance. Disclosure on performance and how performance has been evaluated by the Remuneration Committee will be provided in the Directors' remuneration report at the end of the performance period. The financial targets will be disclosed, at the earliest, in the Directors' remuneration report published for the financial year following the year for which the bonus is paid. This will allow shareholders to assess whether awards are appropriate in the context of the performance and progress made at the end of the year.

Pension

Cash allowances of 25% of salary are paid in lieu of pension contributions to all executive Directors.

Long-term incentive arrangements

The Remuneration Committee proposes to grant awards set out in the table, in the form of nil-cost options under the Executive LTIP. Vesting of these awards, in 2021, is based on the following performance measures measured over the period to 31 December 2018:

· Cumulative Group operating profit before tax performance weighted at 70% of the award

· Cumulative Group net flows weighted at 30% of the award

Award	2016 Executive LTIP award, to vest in March 2021
Type of interest	Nil-cost option
Basis of award (% of salary and face value at grant)	Keith Skeoch-500%-£3,500,000 Luke Savage-125%-£768,750 Paul Matthews-120%-£756,000 Colin Clark-300%-£1,800,000
Performance criteria	Cumulative Group operating profit before tax (70%) and cumulative Group net flows (30%) for the three-year period ending 31 December 2018
Threshold (% of award vesting at threshold)	Vesting: 0% Cumulative Group operating profit Threshold: £2,130m Cumulative Group net flows Threshold: £30.8bn
Maximum (% of award vesting at maximum)	Vesting: 100% Cumulative Group operating profit Maximum: £2,595m Cumulative Group net flows Maximum: £51.0bn

5.4 Annual remuneration report - what we did in 2015 for non-executive Directors

Single total figure of remuneration - non-executive Directors (audited)

The following table sets out the single total figure of remuneration for each of the non-executive Directors who served as a Director at any time during the financial year ending 31 December 2015. Non-executive Directors do not participate in bonus or long-term incentive plans and do not receive pension funding.

Non-executive Directors		Fees for year ended 31 December £000s	Taxable benefits in year ended 31 December¹ £000s	Total remuneration for the year ended 31 December £000s
Sir Gerry Grimstone	2015	370	21	391
	2014	350	16	366
Pierre Danon	2015	72	17	89
	2014	71	14	85
Melanie Gee²	2015	9	-	9
	2014	-	-	-
Crawford Gillies	2015	84	3	87
	2014	81	5	86
David Grigson³	2015	38	4	42
	2014	97	5	102
Noel Harwerth	2015	83	4	87
	2014	97	9	106
Isabel Hudson	2015	72	7	79
	2014	15	2	17
Kevin Parry	2015	90	16	106
	2014	13	1	14
John Paynter⁴	2015	41	3	44
	2014	127	10	137
Lynne Peacock	2015	101	9	110
	2014	87	9	96
Martin Pike	2015	90	8	98
	2014	71	9	80

¹Sir Gerry Grimstone received an allowance of £15,000 towards his business related accommodation costs in Edinburgh in addition to his Chairman's fees. Other amounts reported relate to expenses such as travel and accommodation expenditure incurred on Group business. While these payments are the reimbursement of expenses and not benefits, they are included as being a payment which is subject to tax.

²Appointed with effect from 1 November 2015.

³Stepped down from the Board following the conclusion of the AGM on 12 May 2015.

⁴Stepped down from the Board with effect 28 April 2015.

Letters of appointment

The non-executive Directors, including the Chairman, have letters of appointment that set out their duties and responsibilities. The key terms are:

Provision	Policy
Period of appointment	Three-year term which can be extended by mutual consent and is subject to re-election by shareholders in line with Company's articles of association and the UK Corporate Governance Code.
Time commitment	Two to three days per week for the Chairman. For other non-executive Directors - 30 to 35 days a year.
Notice periods (apply to both the Company and the Director)	Chairman - six months. For other non-executive Directors - no notice period.
Remuneration	Fees (as set out on the following page) . Reimbursement of travel and other reasonable expenses incurred in the performance of their duties. No pension, annual bonus or other incentive payment permitted.
Date of letters of appointment	Director	Current letter of appointment
	Sir Gerry Grimstone¹	6 June 2003 as Director and 28 February 2007 as Chairman (continuation 27 May 2010 and 28 May 2013)
	Pierre Danon	28 November 2011 (continuation 6 October 2014)
	Melanie Gee²	26 October 2015
	Crawford Gillies³	7 December 2006 (continuation 11 January 2010 and 3 December 2012)³
	David Grigson⁴	26 October 2009 (continuation 30 October 2012)
	Noel Harwerth	18 July 2012 (continuation 29 June 2015)
	Isabel Hudson	15 October 2014
	Kevin Parry	27 October 2014
	John Paynter⁵	21 December 2011 (continuation 1 January 2015)
	Lynne Peacock	13 March 2012 (continuation 13 March 2015)
	Martin Pike	27 September 2013

¹Initially appointed as a director of The Standard Life Assurance Company and appointed as a Director of Standard Life plc effective from 30 March 2006.

²Appointed with effect from 1 November 2015.

³Appointed Senior Independent Director with effect from 28 April 2015. Crawford Gillies will serve as Senior Independent Director until the 2016 Annual General Meeting when he will retire from the Board, having concluded nine years' service.

⁴Stepped down from the Board following the conclusion of the AGM on 12 May 2015.

⁵Stepped down from the Board with effect 28 April 2015.

The service agreements/letters of appointment for Directors are available to shareholders to view on request from the Group Company Secretary at the Company's registered address (details of which can be found in Section 14) and at the 2016 AGM.

Non-executive Directors' interests in shares (audited)

The following table shows the total number of Standard Life plc shares held by each of the non-executive Directors and their connected persons:

	Total number of shares owned at the earlier of 1 January 2015 or date of appointment if later	Shares acquired/(sold) by the Directors during the period 1 January 2015 to 13 March 2015	Total number of shares owned¹ at 13 March 2015	Total number of shares owned at 16 March 2015 or date of appointment if later	Shares acquired/(sold) by the Directors during the period 16 March 2015 to 31 December 2015	Total number of shares owned at 31 December 2015 or date of cessation if earlier	Shares acquired/(sold) by the Directors during the period 31 December 2015 to 18 February 2016
Pre share consolidation on 13 March 2015¹				Post share consolidation on 13 March 2015
Sir Gerry Grimstone	252,544	-	252,544	206,626	-	206,626	-
Pierre Danon	55,408	-	55,408	45,333	1,701	47,034	-
Melanie Gee²	-	-	-	-	-	-	-
Crawford Gillies	50,170	-	50,170	41,046	-	41,046	-
David Grigson³	15,000	-	15,000	12,272	-	12,272	-
Noel Harwerth	10,000	-	10,000	8,181	1,893	10,074	-
Isabel Hudson	-	3,763	3,763	3,078	1,989	5,067	-
Kevin Parry	44,397	-	44,397	36,324	-	36,324	-
John Paynter⁴	50,000	-	50,000	40,909	-	40,909	-
Lynne Peacock	15,345	-	15,345	12,554	-	12,554	-
Martin Pike	40,000	-	40,000	32,727	-	32,727	-

¹ The date on which the Company's shares were consolidated on a 9 for 11 basis.

²Appointed 1 November 2015.

³ Stepped down from the Board following the conclusion of the AGM on 12 May 2015.

⁴ Stepped down from the Board with effect 28 April 2015.

The Chairman continues to be subject to a guideline holding of 100% of the value of his annual fee in Standard Life plc shares within four years of appointment. Sir Gerry Grimstone, as Chairman, fully met this requirement in 2015 with the value of his shares at the end of the year being 218% of his fees.

Implementation of policy for non-executive Directors in 2016

Following a review of non-executive Director fees, the Board (and the Remuneration Committee in respect of the Chairman) considered it appropriate to increase the Chairman's fees by £10,000 (2.7%) and the non-executive fee by £2,100 (2.9%). In addition the fee paid to the Senior Independent Director is increased by £500 (2.9%) with effect from 1 January 2016.

Role	2016 fees¹	2015 fees
Chairman's fees²	£380,000	£370,000
Non-executive fees³	£73,500	£71,400
Additional fees:
Senior Independent Director	£18,000	£17,500
Chairman of the Audit Committee	£30,000	£30,000
Chairman of the Risk and Capital Committee	£30,000	£30,000
Chairman of the Remuneration Committee	£30,000	£30,000
Chairman of Standard Life Investments (Holdings) Limited⁴	-	£38,250
Chairman of Standard Life Assurance Limited	£50,000	-

¹The core fee of £73,500 paid to each non-executive Director (including the Chairman) is expected to total £661,500 for 2016 (2015: £714,000). This is within the maximum £1,000,000 permitted under Article 87 of Standard Life plc's articles of association. Total fees including additional duties are expected to amount to £1,108,000 for 2016 (2015: £1,041,000).

²The Chairman's fee is inclusive of the non-executive Directors core fee and no additional fees are paid to the Chairman where he chairs, or is a member of, other committees/boards. In 2016 the Chairman will also receive £15,000 (2015: £15,000) as an allowance towards his business related accommodation costs in Edinburgh.

³For non-executive Directors, individual fees are constructed by taking a base fee and adding extra fees for chairing committees and subsidiaries' boards where a greater responsibility and time commitment is required.

⁴This role is not currently held by a non-executive Director.

The Remuneration Committee

Membership

During 2015 the Remuneration Committee was made up of independent non-executive Directors: Lynne Peacock (Chairman), Pierre Danon, Melanie Gee (from 7 December 2015), John Paynter (until 28 April 2015) and Martin Pike.

Member	Attendance
Lynne Peacock, Chairman	9/9
Pierre Danon	8/9
Melanie Gee	2/2
Martin Pike	9/9
Former member
John Paynter	3/3

Our role

To consider and make recommendations to the Board in respect of the total remuneration policy across the Group, including:

· Rewards for the executive Directors, senior employees and the Chairman

· The design and targets for any employee share plan

· The design and targets for annual cash bonus plans throughout the Group

· Changes to employee benefit structures (including pensions) throughout the Group

Find the Remuneration Committee's terms of reference in the Board Charter at www.standardlife.com/annualreport or request a copy from the Group Company Secretary

Committee effectiveness

The Committee reviews its remit and effectiveness annually. The 2015 review was carried out via an internal self-assessment questionnaire. The review concluded that the Committee had:

· Remained effective and fulfilled its remit during the year and liaised appropriately with the Risk and Capital Committee

· Fulfilled its duties under its terms of reference, and amended its terms of reference as appropriate

· Received sufficient, reliable and timely information from management and its advisers to enable it to fulfil its responsibilities

External advisers

The Remuneration Committee received information on comparative pay data from Towers Watson. Pinsent Masons LLP provided legal interpretation of remuneration related regulations to the Remuneration Committee.

During the year, the Remuneration Committee also took advice from Deloitte LLP (a member of the Remuneration Consultants Group), who were appointed as external advisers to the Remuneration Committee from October 2011.

A representative from Deloitte LLP attends, by invitation, all Remuneration Committee meetings to provide information and updates on external developments affecting remuneration as well as specific matters raised by the Remuneration Committee. Outside of the meetings, the Remuneration Committee's Chairman seeks advice on remuneration matters on an ongoing basis. As well as advising the Remuneration Committee, Deloitte LLP also provided tax, risk, data and real estate advice to the Group during the year. Deloitte Total Rewards and Benefits is an investment adviser to the trustees of the Standard Life Staff Pension Scheme. In addition, Standard Life is the current appointed provider for the Defined Contribution Master Plan that Deloitte LLP provides for its employees and Deloitte LLP is one of the employee benefit consultants through which Standard Life has been appointed to provide defined contribution arrangements for Deloitte's clients through competitive tender.

Fees paid to Deloitte LLP during 2015 for professional advice to the Committee were £111,250.

Where appropriate, the Remuneration Committee receives input from the Chairman, Chief Executive, Chief Financial Officer, Chief People Officer, Group Reward and Employment Policy Director, Group Chief Risk Officer and the Head of Corporate Governance at Standard Life Investments. This input never relates to their own remuneration.

As noted in Section 2, Sir Gerry Grimstone is an independent non-executive of Deloitte LLP. He was appointed to this role to represent the public interest following a recommendation by the Financial Reporting Council that all major audit firms should have such representation. His remuneration for that role is a fixed sum and has no relationship to Deloitte's business activities. Both the Chairman and the Remuneration Committee recognised the need to ensure there is no conflict of interest arising from the appointment process. We were satisfied at the date of the appointment that the nature of the Chairman's appointment to Deloitte LLP did not create a conflict of interest. The Remuneration Committee continue to monitor this position and are satisfied that the continuing appointment does not give rise to a conflict of interest. Deloitte LLP operates appropriate safeguards to maintain the independence of its advice, for example, the team responsible for providing advice to the Remuneration Committee are not rewarded for cross-selling non-related services to Standard Life and work is contracted for independently from work performed by the rest of the firm. Whilst Sir Gerry Grimstone has access to the Remuneration Committee adviser to the extent that he is invited to attend Remuneration Committee meetings, he does not meet with the Remuneration Committee advisor, other than in those meetings, to discuss matters relating to Standard Life. Communication between Deloitte LLP and the Remuneration Committee is on instruction from the Remuneration Committee Chairman.

The Committee's work in 2015

An indicative breakdown as to how the Remuneration Committee spent its time is shown below: Diagram removed for the purposes of this announcement. However it can be viewed in full in the pdf document.

The Remuneration Committee met nine times during 2015. The key issues discussed/approved were:

January to March	April to June
· 2014 Directors' remuneration report · Approving 2014 bonus payments and 2012 LTIP outcome · Setting 2015 annual bonus and LTIP targets · Agreeing 2015 salaries and LTIP awards · Regulatory update	· Code Staff - review of population · Review of external regulation and its impact on Standard Life · Review of sales remuneration principles and governance
July to September	October to December
· Executive Director appointments - remuneration · Mid-year review of annual bonus and LTIP performance conditions against target · Regulatory update	· Planning 2016 remuneration · 2015 Directors' remuneration report · Sales incentive governance · Regulatory update

Shareholder voting

We remain committed to on going shareholder dialogue and take an active interest in voting outcomes. Where there are substantial votes against resolutions in relation to Directors' remuneration, we seek to understand the reasons for any such vote, and will detail here any actions in response to it.

The following table sets out actual voting on the remuneration policy and 2014 Directors remuneration report presented at the 2015 AGM on 12 May 2015.

For

Against

Withheld

Policy

(% of total votes)

96.6%

3.4%

Policy

(No. of votes cast)

852,195,858

29,881,743

4,276,901

For

Against

Withheld

2014 Directors remuneration report

(% of total votes)

96.9%

3.1%

2014 Directors remuneration report

(No. of votes cast)

832,166,681

26,794,607

27,414,399

Promoting all-employee share ownership

We believe that share ownership by our employees helps them to understand the interests of the Company's shareholders. On 31 December 2015, 75% of our employees were Standard Life plc shareholders through participation in the Standard Life (Employee) Share Plan. We promote employee share ownership with a range of initiatives:

· The Standard Life (Employee) Share Plan which allows employees to buy Standard Life plc shares directly from their earnings. At 31 December 2015, 3,796 employees were making a monthly average contribution of £45. A similar tax-approved plan is used in Ireland and has a 47% take-up. Even though the plan cannot be structured on a tax-favourable basis in Germany and Austria, more than 126 employees in these countries are buying shares each month.

· The Standard Life Sharesave Plan which allows UK tax resident employees to save towards the exercise of options over Standard Life plc shares with the option price set at the beginning of the savings period at a discount of up to 20% of the market price. Sharesave invitations have been made annually since 2011 to UK employees and, as at 31 December 2015, over 3,400 employees in the UK were saving towards one or more of the Sharesave offers.

· The Standard Life Ireland Sharesave Plan which launched in August 2012. Invitations have been made annually from August 2012. As at 31 December 2015, over 100 employees were saving towards one or more of the Sharesave Ireland offers.

Share dilution limits

The Executive LTIP, the Group LTIP, the Standard Life Investments LTIP, the Standard Life (Employee) Share Plan, the Standard Life Sharesave Plan and the Standard Life Ireland Sharesave Plan contain dilution limits that comply with the guidelines produced by The Investment Association (IA). On 31 December 2015, the Company's standing against these dilution limits was:

· 3.87% where the guideline is no more than 5% in any 10 years under all discretionary share plans in which the executive Directors participate (Executive LTIP, Group LTIP and Standard Life Investments LTIP)

· 4.86% where the guideline is no more than 10% in any 10 years under all share plans (Executive LTIP, Group LTIP, Standard Life LTIP, Standard Life (Employee) Share Plan, the Sharesave Plan and Sharesave Ireland Plan)

As is normal practice, there are employee trusts that operate in conjunction with the Executive LTIP, Group LTIP and Standard Life Investments LTIP and the Standard Life (Employee) Share Plan. On 31 December 2015, the number of unallocated shares held within these trusts was 6,854 in respect of the Standard Life (Employee) Share Plan. In addition, the trusts held 1,637,419 shares acquired to satisfy deferred bonus awards, Executive LTIP, Group LTIP and Standard Life Investments LTIP awards and other share plan awards. Of these shares 7,447 are committed to satisfying vested but unexercised awards. The percentage of share capital held by the employee trusts is significantly less than the 5% best practice limit endorsed by the IA.

Related party transactions

All transactions between Directors and the Group are on commercial terms that are equivalent to those available to all employees. During the year to 31 December 2015, the Directors contributed £3,283,620 (2014: £599,203) to products sold by the Group.

6. Directors' responsibilities

The following statements should be read with the statement of auditors' responsibilities included in the independent auditors' reports. They are made to help shareholders distinguish between the responsibilities of the Directors and those of the auditors in relation to the financial statements for 2015.

The Directors are responsible for preparing the Annual report and accounts 2015. It is also their responsibility to state that they consider that the Annual report and accounts 2015, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy. Under the Companies Act 2006, the Directors are required to prepare and approve financial statements for each financial year. The Directors must only approve the financial statements when they are satisfied that they give a true and fair view of how the Group and the Company have performed at the end of the financial year, and that they give a true and fair view of the profit of the Group and the Company for that year. The financial statements of the Group and, where relevant, the Company have been prepared in accordance with:

· International Financial Reporting Standards (IFRS) as adopted by the European Union (EU)

· The Companies Act 2006

· The Disclosure and Transparency Rules (DTR) issued by the Financial Conduct Authority (FCA)

· Article 4 of the International Accounting Standards (IAS) Regulation

In preparing these financial statements, the Directors are required to:

· Select suitable accounting policies and then apply them consistently

· Make judgements and accounting estimates that are reasonable and prudent

· State whether applicable IFRS as adopted by the EU have been followed, subject to any material departures disclosed and explained in the financial statements

· Prepare the financial statements on the basis that the Group is a going concern, unless it is inappropriate to presume that the Group will continue in business

The Directors are responsible for ensuring that proper accounting records are maintained. These must disclose, with reasonable accuracy at any time, the financial position of the Group and the Company and enable the Directors to ensure that the financial statements and the Directors' remuneration report comply with the Companies Act 2006 and the DTR. The Directors should also make sure that the Group financial statements comply with Article 4 of the IAS Regulation.

The Directors are also responsible for:

· Safeguarding the assets of the Company and the Group

· Taking reasonable steps to prevent and detect fraud and other irregularities

· The maintenance and integrity of the Group's website

· Preparing a Strategic report, Directors' report, Annual remuneration report and Corporate governance statement which comply with applicable law and regulations

· The maintenance and integrity of the corporate and financial information included on the Company's website

UK legislation governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors' responsibility statement

Each of the Directors, whose names and functions are listed in the Board of Directors section, confirms that to the best of their knowledge and belief:

1. The Group and the Company financial statements, which have been prepared in accordance with IFRS as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Group and of the Company and taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group's performance, business model and strategy

2. The Strategic report includes the information required by DTR 4.1.8 and DTR 4.1.9 - a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties it faces

By order of the Board

Sir Gerry Grimstone

Chairman

19 February 2016

Luke Savage

Chief Financial Officer

19 February 2016

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR LFFIFFLITLIR