Desarrollo y comportamiento de la motivación en el trabajo

SINGLE TOTAL FIGURE OF REMUNERATION

The table below sets out the single total figure of remuneration and breakdown for each Director for 2013/14 and the comparative figure for 2012/13.

2013/14 2012/13 Salary £000 Taxable benefits £000 Annual bonus £000 £000LTIP Pension benefits £000 £000Total Salary £000 Taxable benefits £000 Annual bonus £000 LTIP/ restricted share award £000 Pension benefits £000 £000Total Executive Directors D Philips 850 26 –1 _{– 213 1,089 850 26 – – 213 1,089} T Strain 2 _{415 23 182}3 _{– 92 712 – – – – – –} R Pennycook4 _{111 5 – – 21}5 _{137 570 32 – 1,241}6 ₁₄₇7 _1,990 Non-Executive Directors I Gibson 375 2 – – – 377 375 – – – – 375 P Cox 99 – – – – 99 80 – – – – 80 R Gillingwater8 _{66 – – – – 66 – – – – – –} P Hughes 85 – – – – 85 70 – – – – 70 N Robertson9 _{13 – – – – 13 80 – – – – 80} J Waterous 88 – – – – 88 80 – – – – 80

1 _{D Philips declined to be considered for an Annual bonus in 2013/14.}

2 _{T Strain was appointed to the Board on 10 April 2013. The figures disclosed for salary, taxable benefits, annual bonus and pension benefits are for the period following appointment to the Board.} 3 _{50% of the Annual bonus is deferred in shares for a period of three years. There are no performance conditions attached.}

4 _{R Pennycook stood down from the Board on 10 April 2013. The figures disclosed for salary, taxable benefits and pension benefits are for the period to 10 April 2013 when R Pennycook ceased to be a Director.} 5 _{Comprises £13,000 cash supplement and £8,000 increase in value of accrued pension.}

6 _{Restricted share award over 456,037 shares.}

7 _{Comprises £65,000 cash supplement and £82,000 increase in value of accrued pension.} 8 _{R Gillingwater was appointed to the Board on 1 March 2013.}

9 _{N Robertson stood down from the Board on 13 March 2013.}

SUPPORTING INFORMATION FOR SINGLE TOTAL FIGURE OF REMUNERATION TABLE Base salary

Dalton Philips’ base salary for the year was £850,000 as set in July 2011. The Committee agreed a base salary of £480,000 on appointment of Trevor Strain as CFO.

Chairman and Non-Executive Director fees

The fee levels for Non-Executive Directors were reviewed in May 2013 by the Chairman and the Executive Directors taking into account market practice and the time commitment and responsibility attached to each role. Base fees (which were last increased in May 2008) are unchanged. A Committee membership fee of £4,000 per Committee has been introduced and the Committee Chairmanship fee for the Corporate Compliance and Responsibility Committee has been aligned with the other Committee Chairmanship and Senior Independent Director fees at £20,000 in recognition of the increased responsibilities of this role. The Chairman does not receive any Committee membership fees.

Taxable benefits

Taxable benefits for the Executive Directors include a car allowance (or other car benefit), transport costs, private health provision, life assurance and, in certain cases, a telephone allowance. The Executive Directors are eligible for an allowance towards the cost of independent financial advice. The Chairman has use of a car and driver for Company business and receives private health provision. All Directors receive the Company’s normal staff discount entitlement which is not taxable.

Directors’ remuneration report

ANNUAL REPORT ON REMUNERATION CONTINUED

Annual bonus

The table below summarises the performance conditions attached to the 2013/14 awards and the bonus value achieved:

Weighting

(% of maximum opportunity) Actual bonus value achieved (% of maximum for element)

D Philips T Strain1

Underlying profit before tax 60% – –

Strategic scorecard 20% 0% 60%

Personal objectives 20% 0% 50%

Total bonus payable as % maximum 0% 22%

Bonus opportunity as % salary 200% 200%

Bonus amount achieved as % salary 0% 44%

Bonus amount achieved – £182,600

1 _{T Strain was appointed to the Board on 10 April 2013. The figures disclosed for salary, taxable benefits, annual bonus and pension benefits are for the period following appointment to the Board.}

No bonus was paid to Richard Pennycook in respect of 2013/14. The underlying profit before tax targets are set according to internal budgets. Whilst underlying profit before tax of £785m was below the threshold required for this element of the bonus, the Committee considered that strong progress had been made against the strategic scorecard measures particularly in the online and convenience sectors. This warranted a payout of 12% out of a maximum of 20% for this element of the award.

For 2013/14 personal objectives for the Executive Directors were set to underpin the strategic priorities. The Committee has assessed individual performance against these objectives and agreed a payout of 10% out of 20% of this element of the award for Dalton Philips and Trevor

Strain was appropriate. However, as noted in the Chairman’s statement, Dalton Philips declined to be considered for a bonus. The table above therefore reflects the fact that he received no payout.

The Directors do not consider it appropriate to disclose the full detail of the Annual bonus performance targets retrospectively as they consider that this information, which is linked to the Company’s strategic priorities and internal budgets, is commercially sensitive and would be of interest and value to competitors beyond the end of the financial year.

50% of any bonus payable is deferred in shares under the DSBP which vest three years after the date of award. Dividend equivalents will accrue and be paid on the shares that vest. These deferred shares are normally forfeited if the individual leaves the Company before they vest.

LTIP awards

Awards granted under the LTIP in April 2011 are scheduled to vest in April 2014. The performance period relating to these awards ends on 2 February 2014. Details of the performance conditions and the extent to which they have been satisfied are set out below:

Performance condition Weighting Threshold performance required Maximum performance required1 _{Actual outcome}

Actual LTIP vesting (% of maximum) Underlying earnings per share

(EPS) growth 75% EPS growth of RPI + 4% p.a. EPS growth of RPI +10% p.a. EPS growth below threshold of RPI +4% p.a.

0%

Like-for-like non-fuel sales relative to the Institute of Grocery Distribution (IGD) index2

25% Matching IGD index over the three year period

Outperformance of IGD index by at least 2% over the three year period

Below IGD index over three year period 0%

LTIP vesting (% of maximum) 0%

LTIP vesting (£000) D Philips

– T Strain –

1 _{Vesting is on a straight-line basis between threshold and maximum.}

2 _{No award can vest under the like-for-like sales element unless the threshold EPS target has been met.}

All outstanding LTIP awards held by Richard Pennycook lapsed in full on termination of his employment in June 2013. The restricted share award granted to him in March 2011 had vested in full during the year. Vesting of this award was subject to the Group’s underlying EPS growth meeting or exceeding the growth in RPI over the period to the end of the 2012/13 financial year (as adjusted to reflect the impact of the equity retirement programme). It is therefore disclosed in the single figure table for 2012/13.

Strategic r epor t Go vernance Financial st atements

Pension entitlements and cash allowances

Dalton Philips received a salary supplement equal to 25% of base salary during the year. Trevor Strain received a salary supplement of 24% of base salary during the year.

Until his employment with the Company ended on 4 June 2013, Richard Pennycook accrued benefits under the Morrisons defined benefit pension scheme. His pension entitlement accrued at the rate of a maximum of 3% for each year under career average revalued earnings (CARE). Accrued benefits, including those preserved from the former final salary arrangement, increase in line with the RPI to the date of leaving the Group.

Pensionable pay is annual salary as at 6 April each year.

Richard Pennycook was subject to the Company’s maximum earnings

limit which is currently £141,000 and is increased annually from 1 April in line with RPI.

At the date his employment ended, Richard Pennycook’s accrued pension was £33,860 p.a. This pension is payable at his normal retirement age of 62 and will be revalued in line with RPI subject to a maximum of 5% p.a. until retirement. There are no enhanced early retirement rights. Post-retirement, pensions increase in line with the annual increase in RPI or by 5% p.a. compound for pensions accrued prior to 6 April 2006 and 2.5% for pensions accrued from 6 April 2006, whichever is the lower. Richard Pennycook also received a cash supplement of 15% of his basic salary in excess of the Company maximum earnings limit in 2013/14 pro-rata to the date of termination of his employment.

Share awards granted in 2013/14

The table below sets out the share awards made to the Executive Directors during 2013/14 under the Company’s LTIP. No further awards were made during the year.

Grant date Award type Basis on which award made

Face value of award (£)1 Percentage of award vesting at threshold performance Performance period

end date Performance conditions

D Philips 22 April 2013 Conditional award 275% of salary 2,337,500 25% 31 January 2016 See table below T Strain 22 April 2013 Conditional award 240% of salary 1,152,000 25% 31 January 2016 See table below

1 _{The face value in the table above has been calculated by multiplying the maximum number of shares that could vest by the average share price used to determine the number of shares awarded. The average share}

price used was £2.801 and this was calculated over a period of five business days prior to the date of grant.

No share awards were made to Richard Pennycook during the year.

The table below sets out the performance conditions attached to the awards made during the year.

Performance condition Weighting Performance Targets1

Underlying earnings per share (EPS) growth 75% 25% of EPS element vests at growth of RPI + 1% p.a. 100% of EPS element vests at growth of RPI + 10% p.a.

Like-for-like non-fuel sales relative to the Institute of Grocery Distribution (IGD) index2

25% 25% of sales element vests for matching the IGD index

80% of sales element vests for outperforming the IGD index by 0.8% 100% of the sales element vests for outperforming the IGD index by 1%

Total 100%

1 _{Vesting is on a straight-line basis between points.}

2 _{No award can vest under the like-for-like sales element unless the threshold EPS target has been met.}

The Committee will take account of the Group’s ROCE over the performance period. If the Committee is not satisfied with ROCE performance over the period it will retain discretion to adjust outcomes downward.

Payments to past Directors