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2017 Proxy Statement
Our Core Values
Letter to Shareholders
Summary of Proxy Information
Notice of Annual General Meeting of Shareholders
Table of Contents
Proposal No. 1
Proposal No. 1 - Election of Directors
- Ongoing Board Succession Planning
- Director Nomination Process
- Nominees for Election to the Board of Directors
Board and Governance Matters
The Board of Directors and Certain Governance Matters
- Director Independence and Independence Determinations
- Leadership Structure
- Board Committees and Meetings
- Committee Membership and Responsibilities
- Board and Committee Evaluations
- Our Board's Commitment to Shareholder Engagement
- Communications with Directors
- Corporate Citizenship and Sustainability
- Risk Oversight
- Succession Planning
- Executive Sessions
- Committee Charters and Corporate Governance Guidelines
- Code of Conduct and Procedures for Reporting Concerns about Misconduct
- Executive Officers of the Company
Proposal Nos. 2 - 5
Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm
- Audit and Non-Audit Fees
- Audit Committee Pre-Approval Policies and Procedures
- Audit Committee Report
Proposal No. 3 - Reappointment of UK Statutory Auditor
Proposal No. 4 - Authorization of the Audit Committee to Determine UK Statutory Auditor Compensation
Proposal No. 5 - Non-Binding, Advisory Vote on Executive Compensation
Executive Compensation
Compensation Discussion and Analysis
Compensation Committee Report
Tables and Narrative Disclosure
Proposal Nos. 6 & 7
Proposal No. 6 - Non-Binding, Advisory Vote on the Frequency of the Vote on Executive Compensation
Proposal No. 7 - Non-Binding, Advisory Vote on Directors' Compensation Report
Director Compensation
Director Compensation for the 2016 Fiscal Year
Additional Information
Equity Compensation Plan Information
Ownership of Securities
Section 16(a) Beneficial Ownership Reporting Compliance
Certain Relationships and Related Party Transactions
Shareholder Proposals for the 2018 Annual General Meeting of Shareholders
Householding of Proxy Materials
Annual Reports and Proxy Materials
Form 10-K
Other Business
General Information and Frequently Asked Questions About the Annual Meeting
Company Information and Mailing Address
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 23, 2017
Annex A - Directors' Compensation Report
Annex B - Directors' Compensation Policy (abridged)
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2017 Proxy Statement
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Page 24 of 107
2017 Proxy Statement
Our Core Values
Letter to Shareholders
Summary of Proxy Information
Notice of Annual General Meeting of Shareholders
Table of Contents
Proposal No. 1
Proposal No. 1 - Election of Directors
- Ongoing Board Succession Planning
- Director Nomination Process
- Nominees for Election to the Board of Directors
Board and Governance Matters
The Board of Directors and Certain Governance Matters
- Director Independence and Independence Determinations
- Leadership Structure
- Board Committees and Meetings
- Committee Membership and Responsibilities
- Board and Committee Evaluations
- Our Board's Commitment to Shareholder Engagement
- Communications with Directors
- Corporate Citizenship and Sustainability
- Risk Oversight
- Succession Planning
- Executive Sessions
- Committee Charters and Corporate Governance Guidelines
- Code of Conduct and Procedures for Reporting Concerns about Misconduct
- Executive Officers of the Company
Proposal Nos. 2 - 5
Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm
- Audit and Non-Audit Fees
- Audit Committee Pre-Approval Policies and Procedures
- Audit Committee Report
Proposal No. 3 - Reappointment of UK Statutory Auditor
Proposal No. 4 - Authorization of the Audit Committee to Determine UK Statutory Auditor Compensation
Proposal No. 5 - Non-Binding, Advisory Vote on Executive Compensation
Executive Compensation
Compensation Discussion and Analysis
Compensation Committee Report
Tables and Narrative Disclosure
Proposal Nos. 6 & 7
Proposal No. 6 - Non-Binding, Advisory Vote on the Frequency of the Vote on Executive Compensation
Proposal No. 7 - Non-Binding, Advisory Vote on Directors' Compensation Report
Director Compensation
Director Compensation for the 2016 Fiscal Year
Additional Information
Equity Compensation Plan Information
Ownership of Securities
Section 16(a) Beneficial Ownership Reporting Compliance
Certain Relationships and Related Party Transactions
Shareholder Proposals for the 2018 Annual General Meeting of Shareholders
Householding of Proxy Materials
Annual Reports and Proxy Materials
Form 10-K
Other Business
General Information and Frequently Asked Questions About the Annual Meeting
Company Information and Mailing Address
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 23, 2017
Annex A - Directors' Compensation Report
Annex B - Directors' Compensation Policy (abridged)
2017 Proxy Statement
2017 Proxy Statement
Our Core Values
Letter to Shareholders
Summary of Proxy Information
Notice of Annual General Meeting of Shareholders
Table of Contents
Proposal No. 1
Proposal No. 1
Proposal No. 1 - Election of Directors
- Ongoing Board Succession Planning
- Director Nomination Process
- Nominees for Election to the Board of Directors
Board and Governance Matters
Board and Governance Matters
The Board of Directors and Certain Governance Matters
- Director Independence and Independence Determinations
- Leadership Structure
- Board Committees and Meetings
- Committee Membership and Responsibilities
- Board and Committee Evaluations
- Our Board's Commitment to Shareholder Engagement
- Communications with Directors
- Corporate Citizenship and Sustainability
- Risk Oversight
- Succession Planning
- Executive Sessions
- Committee Charters and Corporate Governance Guidelines
- Code of Conduct and Procedures for Reporting Concerns about Misconduct
- Executive Officers of the Company
Proposal Nos. 2 - 5
Proposal Nos. 2 - 5
Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm
- Audit and Non-Audit Fees
- Audit Committee Pre-Approval Policies and Procedures
- Audit Committee Report
Proposal No. 3 - Reappointment of UK Statutory Auditor
Proposal No. 4 - Authorization of the Audit Committee to Determine UK Statutory Auditor Compensation
Proposal No. 5 - Non-Binding, Advisory Vote on Executive Compensation
Executive Compensation
Executive Compensation
Compensation Discussion and Analysis
Compensation Committee Report
Tables and Narrative Disclosure
Proposal Nos. 6 & 7
Proposal Nos. 6 & 7
Proposal No. 6 - Non-Binding, Advisory Vote on the Frequency of the Vote on Executive Compensation
Proposal No. 7 - Non-Binding, Advisory Vote on Directors' Compensation Report
Director Compensation
Director Compensation
Director Compensation for the 2016 Fiscal Year
Additional Information
Additional Information
Equity Compensation Plan Information
Ownership of Securities
Section 16(a) Beneficial Ownership Reporting Compliance
Certain Relationships and Related Party Transactions
Shareholder Proposals for the 2018 Annual General Meeting of Shareholders
Householding of Proxy Materials
Annual Reports and Proxy Materials
Form 10-K
Other Business
General Information and Frequently Asked Questions About the Annual Meeting
Company Information and Mailing Address
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 23, 2017
Annex A - Directors' Compensation Report
Annex B - Directors' Compensation Policy (abridged)
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