The Committee has sought to make appropriate remuneration decisions in a year that delivered resilient business performance, and good progress on our strategic objectives, in challenging macro- economic conditions. Looking forward, the Committee has set appropriate incentive plans to focus management on delivering strong performance, to enhance shareholder value." Denise Collis Chair of the Remuneration Committee Committee meetings held 41

Dear Shareholder
On behalf of the Board, I am pleased to present this Directors' remuneration report for the period ended 30 November 2023. At the 2023 AGM shareholders approved the revised remuneration policy with strong support, which reinforces our view that it reflects our business strategy, with remuneration payments that are strongly linked to performance. The Annual report on remuneration describes how this policy was implemented in 2023 and how we intend to operate in 2024. Overall, fixed elements of the remuneration packages are set so that they reflect the calibre and experience of our people and the complexity of their roles. The annual bonus measures are based on specific areas that require immediate focus, whereas our Long-Term Incentive Plan (LTIP), looks to drive sustainable improvements at a more macro level over the longer term. Culturally, the setting of both financial and broader non-financial measures serves to focus scheme participants on a holistic view of business success and hence serves to drive performance on a broad, sustainable basis. An important highlight of 2023 was continuing to invest in the reward, wellbeing and broader employer proposition of the wider workforce, ensuring that our reward systems are aligned with attracting, motivating, and retaining talent.
Remuneration payable for performance in 2023
The Group delivered a resilient performance, both overall and in comparison, with sector peers, in challenging macro-economic conditions. Against a backdrop of stretching and ambitious targets set on the back of two years of strong growth the outcomes of the annual bonus plan this year are lower. Half of the bonus is determined by adjusted operating profit achievement and the outcome was below the threshold of the target range resulting in a 0% pay-out of this part of the award. Similarly, the performance against the target for net fees was below the threshold resulting in no pay-out. On the measure of days sales outstanding the team performed well and achieved just below half of the maximum award. Our performance in the area of employee net promoter scores was just above the threshold of upper quartile against external comparators resulting in a partial pay-out. We did not reach the threshold of our customer net promoter score resulting in no pay-out for this element of the plan. We have made good progress in some parts of the business in relation to gender representation, however, we did not reach the threshold for the specific DE&I bonus target (promotion of women in sales leadership) and therefore there is no pay-out for this element of the plan. Overall, this results in 3.45% of the 85% bonus opportunity linked to financial and short-term strategic targets being payable. The personal objectives assessment, represents a further opportunity of up to 15.0% for each Executive Director. The past year has been characterised by a highly challenging business environment with a dual focus on short-term performance whilst investing in and positioning the business for future growth. The latter has been reflected in the personal objectives of the Executive Directors and the Committee has determined that the payout for the CEO and CFO should be 15% and 10% respectively, out of 15%, leading to an overall bonus of 18.45% and 13.45% of maximum. The 2021 LTIP award, based on our performance over the three financial years to the end of FY2023, was subject to a mix of Earnings Per Share (EPS), Total Shareholder Return (TSR) and long-term operating profit conversion ratio, a key strategic performance measure. For the 50% of the award based on the EPS performance condition, this required adjusted EPS for 2023 to be between 24.9p and 38.9p representing significant growth over the period. Actual adjusted EPS performance for 2023 was 42.4p, resulting in 100% vesting of the EPS part of the award. For the 30% of the award based on our TSR performance, our TSR was required to be between median and upper quartile performance against a peer group. Actual TSR was +45% placing SThree at the 72nd percentile and resulting in 91.6% pay-out of this part of the award. For the final 20% of the award subject to operating profit conversion ratio, we improved our performance materially over the period and reached 18.2% putting us between threshold and maximum and resulting in vesting of 69.1% of maximum of this element of the award. The overall level of LTIP payout, across the three measures, was 91.3% of maximum. The Committee has considered whether the formula-driven pay-outs under the incentive plans and resultant total remuneration for Directors is appropriate, looking at the broader context within which the performance has been delivered. The Committee is comfortable that there has been a robust link between remuneration and performance, and the policy has operated as intended. We have not adjusted the performance measures for any of the plans and there has not been a need to use discretion to adjust the level of remuneration payable. The outcomes also reflect broader reward outcomes across other incentive plans within the Group. Full details of the LTIP measures, performance against them and resultant payments are set out in the Annual report on remuneration. Policy implementation for 2024 The Committee increased the salary of both the CEO and CFO by 2.0%, which is in line with the budgeted 2.0% increase for UK employees more broadly. The annual bonus will remain unchanged with a 70%-30% overall mix of financial and non-financial measures, half of the total being dependent upon adjusted operating profit achievement. The LTIP will continue to be based on performance over three years and subject to a two-year holding period post-vesting. The Committee has given very careful consideration to the LTIP opportunity for the Executive Directors for 2024, as set out within the existing Remuneration Policy. The next three years represent a pivotal period for the business as the Technology Improvement Programme accelerates and its benefits are realised. The importance of this programme to the future success of the business cannot be overstated. It is critical that management incentives are aligned with a dual focus on both this fundamentally major and ambitious change programme and stretching business performance targets. For 2024, the intention is that the grant level will be 175% of base salary, an increase from 150% of salary last year, and in line with the maximum permissible under the Remuneration Policy. The Committee consider the next three years as falling under the heading of 'exceptional circumstances' which allows for this increase. The weighting of LTIP performance measures will remain unchanged at 50% EPS, 20% TSR, 20% operating profit conversion ratio and 10% ESG. The Committee has again set stretching targets, recognising the need to build forward momentum towards our long-term ambitions. The Committee retains discretion to ensure that annual bonus payments and vested awards under the LTIP can be adjusted if the formula-driven outturn does not reflect the broader overall performance of the business. Full details of the annual bonus measures and the measures and targets for the 2024-2026 LTIP awards are set out in the Annual report on remuneration. Below Board we have benchmarked reward across the business as part of a global grading exercise and reviewed the mix of share-based incentives. We have introduced a new long-term incentive plan targeting strong growth for executives in certain jurisdictions, alongside our Restricted Share plan which operates more widely. Chair and Non-Executive Directors (NEDs) fees Fees for the Chair and NEDs were last increased on 1 December 2022, in line with that awarded to the Executive Directors of 3.5%. The fees and approach were further reviewed this year and, again in line with the award to the Executive Directors, a 2% increase has been made. Shareholder and employee engagement, and specific focus on Executive remuneration in broader context During 2023 we have not needed to consult on remuneration- related matters, but we have responded to enquiries from our major shareholders and other key stakeholders and remain available to discuss relevant matters as they arise. We have built upon the rolling programme of engagement with employees around reward, utilising a combination of in-person and virtual meetings. I have personally engaged with many employees across several of our offices around the world, as part of my role as designated NED responsible for employee engagement, during which reward continues to be an area of discussion. In addition, I recently held an interactive and productive session with a diverse group, drawn from across the business, to answer questions about our corporate governance and remuneration processes and how our reward policy cascades throughout the Company, accompanied by the Director of Reward. At the July Committee meeting we continued to focus on the ‘fair pay’ agenda discussing progress on specific initiatives. I am pleased to confirm that during 2024 we will begin paying all UK colleagues at or above the Real Living Wage Foundation's recommended level, and we will for the first time be analysing our ethnicity pay data in the UK and USA to examine whether there are any pay 'gaps' and if so set out action plans to address these. More generally we are embracing the importance of ‘pay transparency’ across the business and implementing the necessary systems before this is required for our European businesses. We intend to maintain the momentum in this area and will continue to discuss the 'fair pay' agenda.
Conclusion
The Committee appreciates the support received from shareholders to date on its executive remuneration and governance approach and looks forward to this continued support at the AGM in April 2024. Denise Collis Chair of the Remuneration Committee 29 January 2024
1. DSO actual is based on the FY23 average. 2. The measure was based on the absolute number of women in senior sales roles by the year end, with targets set in relation to growth plans. From an overall total of senior promotions made in FY23, 38% were women. Personal Objectives are individually determined and worth a up to a further 15%. Details are set out below.
How we will apply the remuneration policy in 2024
The Remuneration Policy is set out in the table below, followed by supporting notes which, together, form the Policy.
This section of the Directors' remuneration report sets out the Group's full remuneration policy for Directors. This was approved by shareholders at the AGM held on 19 April 2023 and will apply for a period of three years from this date. The remuneration policy is designed to support the strategic business objectives of the Group so as to attract, motivate and retain high-calibre Directors and senior managers, in order to deliver sustainable long-term increases in shareholder value. Remuneration payments and payments for loss of office to Directors can only be made if they are consistent with the approved Remuneration Policy or if an amendment to the Policy, authorising the Company to make the payment, has been approved by shareholders. The full policy can be viewed on our website in the Investor Centre section included in our 2022 Annual Report. Decision-making process for determination, review and implementation of policy The Committee reviews the Policy and its operation taking into account the UK Corporate Governance Code, institutional investor and proxy agency views and market practice and regulatory developments. The Committee also takes into account views from Management and advisers who provide the Committee with updates on corporate governance developments, market practice and technical assistance. In addition, the Committee also carefully considers the remuneration arrangements, policies and practices of the workforce and the cascade of remuneration throughout the business to ensure that Executive Director pay is considered in the round. Where changes are being made to the remuneration policy or significant changes are proposed in the way we operate our policy, major shareholders will be consulted, and their views taken into account. To manage any potential conflicts of interest, no individual is involved in discussions regarding their own remuneration arrangements and the Committee designs the Policy such that remuneration is fully aligned to, and supports, the strategy. Implementation of the Policy is considered annually for the year ahead in light of the strategy and market outlook and incentive targets are appropriately stretching.
Factors considered in reviewing and operating the policy
The table below describes how the factors of Provision 40 listed in the UK Corporate Governance Code are addressed in the Remuneration Policy and its application.

Provisions under previous remuneration policies
For the avoidance of doubt, the Committee has authority to honour any payments due under the terms of the previous policy or which have been disclosed to shareholders in previous remuneration reports. As part of this policy, awards or other arrangements which were made in compliance with the policy in force at the relevant time, may be settled in accordance with their terms.
Operation of incentive plans
The Committee's policy is to review performance measures for the incentive schemes annually, so that they continually align with strategic objectives. The Committee considers that linking annual bonus and the vesting of LTIP awards to a combination of different measures, capturing share price, financial results and non-financial performance, will ensure that incentive plans provide a reward for rounded performance, while maintaining the alignment of Executive and shareholder interests. Targets for the incentive schemes are reviewed annually and consideration is given as to whether these remain appropriate or need to be recalibrated. The specific performance targets are set with the aim of setting stretching targets which incentivise and reward improved performance. In designing incentive structures and approving incentive payments, the Committee pays due consideration to risk management and environmental, social and governance (ESG) issues. The Committee may exercise discretion in assessing achievement against each stated target where it considers that it would be fair and reasonable to do so. The Committee may also exercise broader discretion in relation to the terms of all incentive plans, for instance (but not limited to) adjustments required for corporate restructuring and change of control. Financial Statements Illustration of potential 2024 Executive Directors' remuneration The charts below show the remuneration potentially payable to Executive Directors under different performance scenarios.
Assumptions for the charts above:
Fixed pay comprises base salary as at 1 December 2023, pension contribution of 5% salary and the value of benefits received in 2023. The on-target level of bonus is 50% of the maximum opportunity. The on-target level of the LTIP is taken to be 50% of the value of a single year's award. The maximum level of bonus and LTIP is the maximum bonus and full vesting of the LTIP award at the 175% of base salary award level. No share price appreciation has been assumed for deferred bonus awards and the value of all-employee share plans has been excluded. The 'maximum' column includes an additional 50% value of the LTIP to illustrate 50% share price growth. The CEO's benefits have been converted from EUR to GBP. Role of the Committee in overseeing broader employee pay and differences in remuneration policy for Executive Directors compared to other employees The Committee actively considers the pay structures across the wider Group when setting policy for Executive Directors to ensure that a consistent approach to reward is adopted that is in line with our values. There is a particular focus in relation to any base salary review. Overall, compared to most employees, the remuneration policy for Executive Directors is weighted more to long-term share-based incentives and stringent deferral and shareholding requirements. This is to ensure that the relatively higher pay levels are justifiable internally and externally to shareholders as a clear link between the long-term value created for shareholders and the remuneration received by Executives.
Consideration of employment conditions elsewhere in the Group
When setting the Executive Directors' remuneration policy, the Committee takes into account the pay and conditions of employees more generally and, at least once a year, is given full details of the remuneration policy across the Group, with any changes highlighted. As mentioned earlier, the Committee Chair also has responsibility to engage on employee pay. We have built upon the rolling programme of engagement with employees around reward, utilising a combination of in-person and virtual meetings. Denise Collis, Committee Chair, personally engaged with many employees across several of our offices around the world during which reward continues to be an area of discussion. In addition, Denise recently held an interactive and productive session with a diverse group, drawn from across the business, to answer questions about our corporate governance and remuneration processes and how our reward policy cascades throughout the Company, accompanied by the Director of Reward. The focus on the 'fair pay' agenda continued this year, discussing progress on specific initiatives. From 2024 we will be paying all UK colleagues at or above the Real Living Wage Foundation's recommended level, and we will for the first time be analysing our ethnicity pay data in the UK and USA to examine whether there are any pay 'gaps' and if so set out action plans to address these. More generally we are embracing the importance of ‘pay transparency’ across the business and implementing the necessary systems before this is required for our European businesses. Consideration of shareholders' views in determining the remuneration policy The Committee actively consults with shareholders on executive remuneration policy changes. Feedback is taken on board and any proposals are adjusted, as appropriate, given the objective of ensuring that shareholders are supportive of the policy and its implementation. In addition, the Group follows shareholder sentiment on executive pay and takes it into account in considering the application of policy in the years between the development of a new policy.
Remuneration policy for recruitment and promotion
The remuneration package for a new Executive Director would take into account the skills and experience of the individual, the market rate for a candidate of that experience and the individual's remuneration package in their previous role if considered appropriate. The Committee will not pay more than necessary to facilitate the recruitment of an individual. Base salary levels will be set in line with the policy taking account of their skills and experience and market data at comparable companies. Benefits and pension will be in line with the policy. Additionally, there is flexibility to make payments to cover relocation and other related expenses. Annual bonus opportunity will be in line with the policy and there is flexibility to set different performance conditions measurable over a part-year for Executives in the first year of appointment.
LTIP award levels will be in line with the policy.
For internal promotions, outstanding incentive payments may continue and vest on their original terms. For external recruits there may be a need to buy out unvested incentive awards at a previous employer. The Committee confirms that any such buy-out arrangements would only be used if necessary, would take a similar form to that surrendered (e.g. cash or shares and timeframe), would take account of performance conditions, vesting periods and quantum, and would be no greater than that which the individual has forfeited on appointment.
Policy on Directors' service contracts and payments for loss of office
The Executive Directors have rolling service contracts subject to a maximum of 12 months' notice by the Group or Executive. For the avoidance of doubt, an individual's notice period will start on the date of the announcement of their departure. At the Group's discretion, on termination a payment may be made in lieu of notice equivalent to 12 months' salary, which may be paid in monthly instalments and offset against future earnings. For new hires the policy is to provide a 12-month notice period. Service contracts are available for inspection by appointment at 75 King William Street, London EC4N 7BE. Depending on the circumstances the Committee may consider payments in respect of statutory entitlements, outplacement support and legal fees. Mitigation would be applied to reduce any payments associated with loss of office. ‘Good leavers’ (e.g. redundancy or retirement) as determined by the Committee may generally retain any earned bonus (pro-rata if active employment ceases part way through the year and normally paid at the usual time) or share-based awards, with LTIP awards scaled back on a pro-rata basis for the portion of the vesting period elapsed on cessation of active employment, subject to still achieving any relevant performance criteria. Awards would vest at the normal time and any deferral or holding periods would continue to apply for the normal duration. Only in exceptional circumstances would awards vest or shares be released early, such as serious ill-health. ‘Bad leavers’, such as a resignation, will lose any entitlement to participate in the current bonus scheme and any LTIP awards will normally lapse on cessation of employment. Deferred bonus shares are beneficially owned, but must be held for a minimum of two years.
External appointments
Executive Directors are encouraged to undertake one external appointment, where they are able to combine this with their existing role. This helps to broaden experience and capability, which can benefit the Group. Currently, no external appointments are held by any Executive Directors. Terms of appointment and remuneration policy for Non-Executive Directors (NEDs) NEDs are appointed by letters of appointment providing for an initial three-year term, subject to satisfactory performance and re- election at each AGM, with an expectation that they would serve for at least six years, to provide a mix of independence, balance and continuity of experience. In practice NEDs may be requested to serve up to nine years, subject to rigorous review. The dates of appointment and current terms of the NEDs who served during the year are set out in the below table.
* Barrie Brien will stand down from the Board at the AGM in April 2024. The appointment may be terminated by either the Group or the NED giving three months' notice. Upon termination or resignation, NEDs are not entitled to compensation and, except for the three-months' notice, no fee is payable in respect of any unexpired portion of the three-year term of appointment. Service contracts are available for inspection by appointment at 75 King William Street, London EC4N 7BE. The policy for the remuneration of NEDs is summarised below:
Sourcing shares for share plans and minority interests Shares used to settle vested share awards may include new issue shares, treasury, Employee Benefit Trust (EBT) shares or market- purchased shares. The use of new issue or treasury shares is constrained by dilution limits which are reviewed by the Board annually. In order to comply with investor guidelines, the Board has agreed that certain LTIP awards will be satisfied using market-purchased shares via the EBT, if appropriate.
Annual Report on Remuneration
Section 1 – Total reward for 2023
1.1 Directors' total remuneration for 2023 1.2  Annual bonus for 2023 1.3 LTIP awards vested by reference to performance over the three years to 2023 1.4 LTIP awards granted during the year 1.5 Performance conditions for the 2023-2025 LTIP award 1.6  Payments for loss of office 1.7 Payments to past Directors 1.1 Directors' total remuneration for 2023 (audited)
1. Benefits comprise: benefits allowance, medical cover and life/income protection insurance. 2. Timo Lehne's pension is paid into a pension scheme. Andy Beach's pension is paid as cash in lieu. included in the table 5. Elaine O'Donnell was appointed as a Non-Executive Director and Chair of the Audit and Risk Committee on 1 October 2022. 6. Barrie Brien was appointed to the Board in 2017 and acted as interim Chair of the Audit Committee from April to October 2022. 7. Imogen Joss was appointed as a Non-Executive Director on 1 December 2022.
2. The measure was based on the absolute number of women in senior sales roles by the year end, with targets set in relation to growth plans. From an overall total of senior FY23, 38% were women. Performance of the CEO and CFO against their personal objectives for 2023 is detailed below:
The table below sets out the annual bonus outcome for the Executive Directors. In determining the final outcome, the Committee did not exercise any discretion. One third of the bonus payable will be paid in shares, which must be held for a period of two years.
* Strategic element relates to Employee engagement, Customer engagement and DE&I measures 1.3 2021-2023 LTIP award vested by reference to performance over the three years to 2023 (audited) Earnings Per Share (EPS) for 50% of the award:
Number of shares granted vs vested vs lapsed based on assessment versus targets for 2021-2023 LTIP award granted in 2021 (audited)
1. Based on share price of 362p for Timo Lehne and 472.5p for Andrew Beach. 2. Based on Q4 average share price for 2023 of 368p.
1.4  LTIP awards granted during 2023 (audited)

1. Based on the closing share price on day before grant date of 472p. 1.5 Performance conditions for the 2023-2025 LTIP award (audited) Awards vest on the third anniversary of grant, with a further two-year holding period on vested shares. Performance conditions are based on EPS, TSR, operating profit conversion ratio, and an ESG metric, each applied independently, and there will be a straight- line sliding scale between threshold and maximum.
Notes: For the 2023-25 LTIP grant the TSR peer group comprises of the following 15 companies - Robert Half International, Randstad, Adecco Group, Asgn, Manpower Group, Korn Ferry, Hays, Page Group, Kforce, Amadeus Fire, Groupe Crit, Kelly Services 'A', Robert Walters, Brunel Intl., and Impellam Group. Previously the Group also included Staffline Grou Empersaria Group and Gattaca, however, they all had a 12-month average market cap below £100m and are no longer considered a relevant peer for TSR comparison purposes.
1.6  Payments for Loss of Office (audited)
Mark Dorman, former CEO
Mark stepped down from the Board on 31 December 2021, and remained actively employed to 31 March 2022, during which time he assisted in a handover and smooth transition. He was then placed on garden leave for the remainder of his notice period. The following arrangements apply to Mark's remuneration from the date he stepped down from the Board until the end of his employment period. He continued to receive his salary, pension allowance, and other contractual benefits until 12 December 2022, subject to him not taking up alternative employment (excluding a single NED role). From 1 December 2022 to 12 December 2022 this amounted to £14,667 in relation to base salary, £733 in relation to pension and £403 in relation to benefits.
1.7   Payments to Past Directors
No payments were made to past Directors in the year.
Section 2 – How we will apply our remuneration policy in 2024
2.1  Base salary 2.2 Benefits and pension 2.3 2024 annual bonus including financial, shared and personal measures 2.4 2024 Long-Term Incentive Plan awards 2.5 Non-Executive Directors (NEDs)
2.1 Base salary
The table below illustrates the most recent base salary review (effective for 2024). The average budgeted salary increase for employees is 2.0%.

2.2  Benefits and pension
There are no changes to benefits. The CEO and CFO receive a pension contribution of 5% of salary in line with the rate applying to the majority of the UK workforce.
2.3 2024 annual bonus including financial, shared and personal measures
The maximum annual bonus remains capped at 120% of base salary. One third of bonus is deferred in shares for two years. The bonus metrics and weightings for the 2024 annual bonus scheme are summarised in the table below. As the target ranges for each metric are considered to be commercially sensitive, they will be disclosed retrospectively in next year's Directors' remuneration report.

2.4 Long-Term Incentive Plan awards
LTIP awards to be granted in early 2024 will be granted over shares worth 175% of salary. Awards will vest on the third anniversary of grant, with a further two-year holding period on vested shares. Performance conditions will be based on EPS, TSR, operating profit conversion ratio, and an ESG metric, each applied independently, and there will be a straight-line sliding scale between threshold and maximum. These measures are considered to provide an effective link to the business KPIs and provide a strong long-term alignment of interest between executives and shareholders. The introduction of the ESG measure focused on long-term scope 1, 2 and 3 carbon emissions is linked to the science-based targets within our Board ESG strategy. For comparison, LTIP targets are summarised in the following table, for awards made in 2022 and 2023:
1. Scope 1 and 2 reduction: Between threshold 40% (25% vesting) and 50% (100% vesting). 2. Scope 3 reduction: Between threshold 20% (25% vesting) and 25% (100% vesting). Weighted equally as 5% of overall total. Notes: For the 2023-25 LTIP grant the TSR peer group comprises of the following 15 companies - Robert Half International. Randstad, Adecco Group, Asgn, Manpower Group, Korn Ferry, Hays, Page Group, Kforce, Amadeus Fire, Groupe Crit, Kelly Services 'A', Robert Walters, Brunel Intl, and Impellam Group. Previously the Group also included Staffline Group Empersaria Group and Gattaca, however, they all had a 12-month average market cap below £100m and are no longer considered a relevant peer for TSR comparison purposes. For the 2024-26 LTIP grant, due to their impending sale, we have elected to remove Impellam Group from the TSR peer group.
2.5  Non-Executive Directors (NEDs)
The Committee and Board reviewed the fee levels during the year taking into consideration market benchmarks, the responsibilities and time commitment required for the Chair and NED's to fulfil their role. This year it was agreed to increase the Chair and NED base fee in line with any increase to the Executive Director's base salary. As such the Chair and NED base fees were increased by 2.0% effective 1 December 2023. The fees for the Chairman and NEDs are as follows:
1. Imogen Joss joined as a Non-Executive Director on 1 December 2022.
Section 3 – Directors' interests in shares and broader context for Directors' pay
3.1 Outstanding share awards held by Directors under LTIP, and SAYE 3.2 Statement of Directors' shareholdings 3.3 Total Shareholder Return (TSR) performance of SThree over the last ten-year period 3.4 Historical levels of CEO remuneration and incentive plan pay-outs 3.5 Year-on-year percentage change in CEO remuneration compared to employees 3.6 CEO pay ratio 3.7 Relative importance of spend on all employees' pay compared to dividend payments
3.1  Outstanding share awards held by Directors under LTIP, and SAYE (audited)
Awards outstanding (including those granted in the year), comprising LTIP, and SAYE (audited) Executive Directors' awards outstanding under the LTIP are set out in the table below. Awards are currently structured as conditional awards of shares.
1. Rolled-up dividend shares are included in 2021 LTIP and they are adjusted for expected vesting based on performance. 2. SAYE exercise price was 379.72p which was at a 20% discount to the market value at grant.
3.2 Statement of Directors' shareholdings (audited)
Under the remuneration policy Executive Directors must build and maintain a level of shares equivalent to at least 200% of base salary. Directors' interests in the ordinary share capital of the Company as at the year end, are shown in the table below, including the interests of connected persons and any changes since the start of the year. There have been no changes since the year end and no Director had any other interest in the share capital of the Company or its subsidiaries, or exercised any option during the year, other than as disclosed.
1. The value has been calculated using a share price of 404p, being the share price on the last day of the financial year. 2. Includes deferred bonus shares. 3. By reference to original award numbers. There have been no changes to the share interests of Directors between the end of FY23 and 29 January 2024, when this report was signed off. Governance Financial Statements 3.3  Total Shareholder Return (TSR) performance of SThree over the last ten-year period The following graph shows the TSR of the Company, compared to the FTSE 350 Support Services and FTSE Small Cap indices. These are considered the most illustrative comparators for investors as the Company is or has been a constituent in the past of these indices.
■ SThree
3.4 Historical levels of CEO remuneration and incentive plan pay-outs The table below shows historical levels of CEO total remuneration over a ten-year period, as well as annual bonus and LTIP vesting percentages over the same period.
1. Timo Lehne was appointed as interim CEO on 1 January 2022 and permanent CEO from 28 April 2022. 2. Mark Dorman stepped down from the CEO role on 31 December 2021. 3. Mark Dorman was not eligible to receive the 2018-2020 LTIP award for which the performance period ended in 2020; the LTIP vested at 19.3% of maximum for participants. 4. Mark Dorman was not eligible to receive the 2017-2019 LTIP award for which the performance period ended in 2019; the LTIP vested at 71.8% of maximum for participants. 3.5  Year-on-year percentage change in Directors' remuneration compared to employees The table below shows the percentage change for each element of remuneration between FY23 and FY20 for Directors who served during each year, compared with all Group employees.
n/a: comparisons for the following executives cannot be provided if they joined or left in the year or were not on the Board in the prior year. No employees other than Directors are in the listed parent company therefore we have chosen to use group employees. 2023 vs 2022: Timo Lehne's 2022 remuneration has been annualised for the basis of the year-on-year comparison. Elaine O'Donnell's 2022 remuneration has been annualised for the basis of the year-on-year comparison. Imogen Joss joined as a Non-Executive Director on 1 December 2022. Barrie Brien received an additional fee for his role as interim Chair of the Audit Committee from April t October 2022. 2022 vs 2021: Timo Lehne was appointed CEO in January 2022. Andrew Beach joined the Board on 15 July 2021. Alex Smith stepped down from the Board on 15 July 2021. Elaine O'Donnell joined as Non-Executive Director and Chair of the Audit and Risk Committee on 1 October 2022.
3.6 CEO pay ratio
The Committee has decided to use Option B in the relevant regulations to calculate the Chief Executive Officer pay ratio, using 2023 gender pay gap information to identify the three UK employees as the best equivalents of P25, P50 and P75. The Total Pay and Benefits for P25, P50 and P75 has been calculated based on full-time equivalent at 30 November 2023. This methodology was selected as the Committee believes this provides a more accurate and consistent calculation based on the information available at this time. The following table sets out the CEO pay ratio at the median, 25th and 75th percentile.
The three employees used for the 2023 ratio are shown below:
Ratios have varied each year primarily driven by varying CEO bonus awards and long-term incentive plan vesting.
The Committee is satisfied the median pay ratio is consistent with the pay, reward and progression policies for the company's employees. Workforce pay and reward policies across the Group are actively considered by the Committee when determining the Executive Director Remuneration Policy and its implementation each year to ensure that our approach to reward across the Group is aligned with our values. 3.7 Relative importance of spend on all employees' pay compared to dividend payments The table below sets out the change to the total employee remuneration costs compared with the change in dividends for 2023 compared to 2022. All figures are taken from the relevant sections of the Annual Report.

Section 4 – Governance
4.1 The Committee and its advisors 4.2 Statements of voting at most recent AGMs 4.3 Approval
4.1 The Committee and its advisors
The Committee's Terms of Reference (available at www.sthree.com) are reviewed periodically to align as closely as possible with the UK Corporate Governance Code (the Code) and CGI best practice guidelines. During the year, the Committee comprised only independent NEDs, being Denise Collis (Chair), James Bilefield, Barrie Brien, Imogen Joss and Elaine O'Donnell. The Committee therefore meets Code requirements to comprise at least three independent NEDs. The Chief Executive Officer, Chief Financial Officer and the most senior HR representative attend meetings by invitation, excluding matters related to their own remuneration. The Committee met four times during the year for routine business, in addition to unscheduled meetings for specific items and no member of the Committee has any personal financial interest (other than as a shareholder) in the matters decided. The Committee appointed Korn Ferry as its independent remuneration adviser in 2016, following a comprehensive review. Fees paid to Korn Ferry for advice in relation to remuneration matters during the year were £44,591(2022: £68,594.89) on a time spent basis, both excluding VAT. A representative from Korn Ferry attends each Remuneration Committee meeting and provides input into the papers. Korn Ferry are members of the Remuneration Consultants Group (RCG) and comply with the RCG Code of Conduct. Korn Ferry has no other relationship with the Company and the Committee is satisfied that their advice was and is objective and independent.
4.2 Statements of voting at most recent AGMs
At the AGM held in April 2023, the following votes were cast in relation to the binding vote on the remuneration policy and the advisory vote on the Directors' Remuneration Report.
* Votes withheld are not counted in the % shown above.
4.3 Approval
This report was approved by the Board of Directors on the date shown below and signed on its behalf by: Denise Collis Chair of the Remuneration Committee 29 January 2024