Notice of 2017 Annual General Meeting of Shareholders To Our Shareholders: The 2017 Annual General Meeting of Shareholders of Invesco Ltd. will be held at the following location and 2014 Proxy Statement

Your vote is important

Please vote by using the internet, the telephone or by

signing, dating and returning the enclosed proxy card

March 31, 2014

Invesco Ltd.

Two Peachtree Pointe

1555 Peachtree Street N.E.

Atlanta, Georgia 30309

Dear Fellow Shareholder,

You are cordially invited to attend the 2014 Annual General Meeting of Shareholders of Invesco Ltd., which will be held on Thursday, May 15, 2014 at 1:00 p.m., Eastern Time, in the Appalachians Room, 18^th Floor, at Invesco’s Global Headquarters, located at Two Peachtree Pointe, 1555 Peachtree Street N.E., Atlanta, Georgia 30309. Details of the business to be presented at the meeting can be found in the accompanying Notice of 2014 Annual General Meeting of Shareholders.

We are pleased to once again this year furnish proxy materials to our shareholders via the Internet. Thee-proxy process expedites shareholders’ receipt of proxy materials and lowers the costs and reduces the environmental impact of our Annual General Meeting. On March 31, 2014, we mailed to our shareholders a Notice of Internet Availability of Proxy Materials (“Notice”). The Notice contained instructions on how to access our 2014 Proxy Statement, Annual Report on Form 10-K and other soliciting materials and how to vote. The Notice also contains instructions on how you can request a paper copy of the Proxy Statement and Annual Report if you so desire.

We hope you are planning to attend the meeting.Your vote is important and we encourage you to vote promptly. Whether or not you are able to attend the meeting in person, please follow the instructions contained in the Notice on how to vote via the Internet or via the toll-free telephone number, or request a paper proxy card to complete, sign and return by mail so that your shares may be voted.

On behalf of the Board of Directors and the management of Invesco, I extend our appreciation for your continued support. for the following purpose:

Yours sincerely,

Rex D. Adams Chairman

When		Invesco Ltd. Two Peachtree Pointe 1555 Peachtree Street N.E. Appalachians Room, 18th Floor Atlanta, Georgia 30309

NOTICE OF 2014 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Thursday, May 15, 2014

1:00 p.m.

The Annual General Meeting of Shareholders of Invesco Ltd. will be held at Invesco’s Global Headquarters in the Appalachians Room, 18^th Floor, located at Two Peachtree Pointe, 1555 Peachtree Street N.E., Atlanta, Georgia 30309 on Thursday, May 15, 2014 at 1:00 p.m. local time. The purposes of the meeting are:Thursday, May 11, 2017, at 1:00 p.m., Central Time

During the Annual General Meeting, the audited consolidated financial statements for the fiscal year ended December 31, 2013 of Invesco will be presented. Only holders of record of Invesco common shares on March 17, 2014 are entitled to notice of and to attend and vote at the Annual General Meeting and any adjournment or postponement thereof.

March 31, 2014

Atlanta, Georgia

By Order of the Board of Directors,

Kevin M. Carome, Company Secretary

i

		Corporate Governance
		Corporate Governance Guidelines.governance guidelines The Board has adopted Corporate Governance Guidelines (“Guidelines”) and Terms of Reference for our ChairmanChairperson and for our Chief Executive Officer, each of, which is available in the corporate governance section of the company’s Web sitewebsite atwww.invesco.com(the (the “company’s Web site”website”). The Guidelines set forth the practices the Board follows with respect to, among other matters, the composition of the Board, director responsibilities, Board committees, director access to officers, employees and independent advisors, director compensation and performance evaluation of the Board.
		Board Leadership Structure.leadership structure As described in the Guidelines, the company’s business is conductedday-to-day by its officers, managers and employees, under the direction of the Chief Executive Officer and the oversight of the Board, to serve the interest of our clients and enhance the long-term value of the company for its shareholders. The Board is elected by the shareholders to oversee our management team and to seek to assure that the long-term interests of the shareholders are being served. In light of these differences in the fundamental roles of the Board and management, the company has chosen to separate the Chief Executive Officer and Board chairmanchairperson positions. The Board believes separation of these roles: (i) allows the Board to more effectively to monitor and evaluate objectively evaluate the performance of the Chief Executive Officer, such that the Chief Executive Officer is more likely to be held accountable for his performance, (ii) allows thenon-executive chairman chairperson to control the Board’s agenda and information flow, and (iii) creates an atmosphere in which other directors are more likely to challenge the Chief Executive Officer and other members of our senior management team. For these reasons, the company believes that this board leadership structure is currently the most appropriate structure for the company. Nevertheless, the Board may reassess the appropriateness of the existing structure at any time, including following changes in board composition, in management or in the character of the company’s business and operations.
		Code of Conductconduct and Directors Codedirectors’ code of Conduct.conduct As part of our ethics and compliance program, our Board has approved a code of ethics (the “Code of Conduct”) that applies to our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions, as well as to our other officers and employees. The Code of Conduct is posted on ourthe company’s Web site.website. In addition, we have adopted a separate Directors’ Code of Conduct that applies to all members of the Board. We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver of, a provision of the Code of Conduct for our directors and executive officers by posting such information on our Web site.the company’s website. The company maintains a compliance reporting line, where employees and individuals outside the company can anonymously submit a complaint or concern regarding compliance with applicable laws, rules or regulations, the Code of Conduct, as well as accounting, auditing, ethical or other concerns.
		Board’s Rolerole in Risk Oversight.risk oversight The Board has principal responsibility for oversight of the company’s risk management processes and for understanding the overall risk profile of the company. Though Board committees routinely address specific risks and risk processes within their purview, the Board has not delegated primary risk oversight responsibility to a committee.
		Our risk management framework provides the basis for consistent and meaningful risk dialogue up, down and across the company. Our Global Performance Measurement and Risk groupGroup assesses core investment risks. Our Corporate Risk Management Committee assesses strategic, operational and all other business risks. A network of business unit, functionalspecific and geographic risk management committees, under the auspices of the Corporate Risk Management Committee, maintains an ongoing risk assessment, management and monitoring process that provides abottom-up perspective on the specific risk areas existing in various domains of our business.

At each Board meeting, the Board reviews and discusses with senior management information pertaining to risk provided by the Global Performance Measurement and Risk Group and the Corporate Risk Management Committee.
		At each Board meeting, the Board reviews and discusses with senior management information pertaining to risk provided by the Global Performance Measurement and Risk groupGroup and the Corporate Risk Management Committee. In these sessions senior management reviews and discusses with the Board the most significant risks facing the company. The Board has also reviewed and approved the company’s risk tolerance guidelines.appetite statement and crisis management framework. By receiving these regular reports, the Board maintains a practical understanding of the risk philosophy and risk toleranceappetite of the company. In addition, Board and committee agenda items on various topics regarding our business include discussion on risks inherent in our business as well as those introduced by new business developments. Through this regular and consistent risk communication, the Board has reasonable assurance that all material risks of the company are being addressed and that the company is propagating a risk-aware culture in which effective risk management is built into the fabric of the business. The
		In addition, the Compensation Committee has evaluatedannually assesses the risks of our compensation policies and practices for all employees andemployees. The Compensation Committee has concluded that suchour policies and practices do not create risks that are reasonably likely to have a material adverse effect on the company. In reaching this conclusion, we undertook the following process to evaluateCompensation Committee considered the input of a working group comprised of representatives from our compensation policieshuman resources and practices: • A working group comprised of representatives from our human resources and risk managementfinance departments was established to review the potential risks associated with Invesco’s compensation policies and practices. The group first created a framework for the risk assessment that incorporated certain focus areas (e.g., performance measures, measurement period, etc.) that we had identified through internal and external sources. Members of the group then reviewed each of Invesco’s compensation plans (formulaic bonus payment plansplans.
		Invesco’s compensation programs are designed to reward success over the long-term, promote a longer term view of risk and return in decision making and protect against incentives for investment professionals, equity-based plans, and sales commission plans), applying the established framework. Each item was assessed and classified as “lowinappropriate risk potential,” “mediumtaking. Examples of risk potential” or “high risk potential.” After reviewing each item and the cumulative assessment for each plan, the working group reported to Invesco’s Compensation Committee its findings that none ofmitigation in our compensation policies or practices were reasonably likely to have a material adverse effect on the Company. program design include:
		∎		The Compensation Committee reviewed these findingsconsiders several performance metrics in establishing the company-wide annual incentive pool each year, so no one metric creates an undue reward that might encourage excessive risk taking. The Committee does not attempt to rank or assign relative weight to any factor, but instead applies its judgment in considering them in their entirety;
		∎		The vast majority of investment professional bonus plans have multi-year measurement periods, caps on earnings and concludeddiscretionary components;
		∎		Sales and commission plans generally contain multiple performance measures and discretionary elements; and
		∎		Executives receive a substantial portion of compensation in the form of long-term equity that none of Invesco’s compensation policies or practices were reasonably likelyvests over multi-year periods. Time-based equity awards vest ratably over a four-year period. Performance-based equity awards are subject to have a material adverse effect onthree-year performance period and three-year cliff vesting. As in the Company.past, the financial performance for the performance-based equity awards must be certified by the Compensation Committee and the awards are subject to a clawback. Executives are also subject to our stock ownership policy.

		The Audit Committee routinely receives reports from the control functions of finance, legal, and compliance and internal audit. The Global Head of Internal Audit reports to the ChairmanChairperson of the Audit Committee. The Audit Committee oversees the internal audit function’s planning and resource allocation in a manner designed to ensure testing of controls and other Internal Auditinternal audit activities are appropriately prioritized in a risk-based manner. The Audit Committee also seeks to assure that appropriate risk-based inputs from management and internal audit are communicated to the company’s independent public auditors. Information about
The Board annually reviews its own performance.		Board’s annual performance evaluation As part of its annual performance evaluation of the Board and each of its committees, the Board engages an independent external advisor specializing in corporate governance to coordinate the Board’s self assessment by its members. The advisor has each director complete a questionnaire and then performsone-on-one interviews with directors and prepares a report for the Board’s review. The advisor presents the report in person to the Board, and the Board discusses the evaluation to determine what action, if any, could further enhance the operations of the Board and its committees. In addition to the questionnaire and confidential and private interviews of each director, interviews are also conducted with those members of senior management who attend Board meetings on a regular basis.
Invesco recognizes our responsibility to help sustain a healthy, clean environment for future generations.		Investment and corporate stewardship - environmental, social and governance responsibility As a global investment management organization, Invesco is committed to adopting and implementing responsible investment principles in a manner that is consistent with our fiduciary responsibilities to clients. Invesco recognizes the importance of considering environmental, social and governance (ESG) issues as part of a robust investment process. Additionally, Invesco’s corporate stewardship programs focus on human capital development and our responsibility to help sustain a healthy, clean environment for future generations. We are committed to fostering greater transparency and continuous improvement with regard to investment and corporate stewardship within our business. Below are some of the actions Invesco is taking to meet these stewardship commitments.
		∎		In June 2013, Invesco became a signatory to the United Nations Principles for Responsible Investment (PRI), which is the leading global responsible investment network of investment managers. Invesco’s most recent annual rating from PRI on Proxy Voting and Governance is an “A.” Invesco’s PRI transparency report is publicly available at www.unpri.org. Invesco is also a signatory to the UK Stewardship Code and Japan Stewardship Code, which, like PRI, promote active engagement in corporate governance. Additional information about Invesco’s commitment to Principles for Responsible Investment is available under the About Us tab on the company’s website.
		∎		Our company is a constituent of the FTSE4Good Index Series, which seeks to help investors identify organizations with good track records of corporate social responsibility.
		∎		Invesco believes the voting of proxies should be managed with the same care as all other elements of the investment process. The proxy voting process at Invesco, which is driven by investment professionals, focuses on maximizing long-term value for our clients, protecting clients’ rights and promoting governance structures and practices that reinforce the accountability of corporate management and boards of directors to shareholders. Invesco’s Policy Statement on Global Corporate Governance and Proxy Voting is also available under the About Us tab on the company’s website.
		∎		The Invesco Environmental Steering Committee, which includes executive management representation, oversees and drives the company’s global environmental policy. The committee monitors environmental impacts, gathers ideas and suggestions for improving our global environmental management, and approves initiatives that drive our regional management processes to align with our global environmental policies.
		∎		Invesco ranked #1 out of 10 companies in the U.S. capital markets industry and #9 out of 93 companies in the financial sector in the 2016 Newsweek Green Rankings, which assessed the corporate environmental performance of the world’s largest publicly traded companies.

		Information About the Board and Its Committees
		Board Meetingsmeetings and Annual General Meetingannual general meeting of Shareholdersshareholders During the calendar year ended December 31, 2013,2016, the Board held ten meetings (not including committee meetings). Each director attended at least seventy-five percent (75%) of the aggregate of the total number of meetings held by the Board and the total number of meetings held by all committees of the Board on which he or she served during 2013.2016. The Board does not have a formal policy regarding Board member attendance at shareholder meetings. Eight of our tennine directors then in office attended the 20132016 Annual General Meeting. ThoseThe director not attending the meeting werewas unable to be present due to the director’s travel schedules.schedule. Thenon-executive directors (those directors who are not officers or employees of the company)company and who are classified as independent directors under applicable NYSE standards) meet in executive session generally at each of the Board’sin-person meetings each year and at least once per year during a regularly scheduled Board meeting without management. Rex D. Adams,Ben F. Johnson III, our chairperson and anon-executive and independent director, presides at the executive sessions of thenon-executive directors. As previously announced, the Board has elected Ben F. Johnson III to serve as Chairman of the Board following the expiration of the term of Mr. Adams at the conclusion of this year’s Annual General Meeting.
		Committee Membershipmembership and Meetingsmeetings The current committees of the Board are the Audit Committee, the Compensation Committee and the Nomination and Corporate Governance Committee. The table below provides current membership information. Name Audit Compensation Nomination and Corporate Governance Rex D. Adams (1) — M C Sir John Banham (1) M C M Joseph R. Canion(1) — — M Martin L. Flanagan — — — C. Robert Henrikson(1) M M M Ben F. Johnson III(2) M M M Denis Kessler M M M Edward P. Lawrence M M M J. Thomas Presby C — M G. Richard Wagoner, Jr. M M M Phoebe A. Wood M M M M — MemberC — Chairman (1) Neither Mr. Adams nor Sir John Banham has been nominated for re-election at the 2014 Annual General Meeting because each has reached the mandatory retirement age. The Board has appointed Mr. Canion to serve as Chairman of the Nomination and Corporate Governance Committee and Mr. Henrikson to serve as Chairman of the Compensation Committee following the expiration of the terms of Mr. Adams and Sir John Banham at the conclusion of this year’s Annual General Meeting.   (2)       Committee membership     M – Member        Ch – Chairperson     Name    Audit                  Compensation      Nomination and        corporate governance               Joseph R. Canion      –        –        Ch               Martin L. Flanagan      –        –        –               C. Robert Henrikson      M        Ch        M               Ben F. Johnson III      M        M        M               Denis Kessler      M        M        M               Edward P. Lawrence      M        M        M               Sir Nigel Sheinwald      M        M        M               G. Richard Wagoner, Jr.      M        M        M               Phoebe A. Wood          Ch              M              M        The Board has appointed Mr. Johnson to serve as Chairman of the Board following the expiration of the term of Mr. Adams at the conclusion of this year’s Annual General Meeting. Below is a description of each committee of the Board. The Board has affirmatively determined that each committee consists entirely of independent directors according to applicable NYSE rules and rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee’s responsibilities include assisting the Board to oversee the Company’s financial reporting. The Audit Committee The Audit Committee is chaired by Mr. PresbyMs. Wood and consists additionally of Messrs. Banham, Henrikson, Johnson, Kessler, Lawrence, WagonerSheinwald and Ms. Wood.Wagoner. The committee met twelveten times during 2013.2016. (The frequency of the committee’s meetings is due to its practice of separately considering certain matters, such aspre-filing review of quarterly reports, among others, in order to devote ample time for discussion and consideration.reports.) Under its charter, the committee:   ∎ is comprised of at least three members of the Board, each of whom is “independent” of the company under the NYSE and rules of the Securities and Exchange Commission (“SEC”)SEC and is also “financially literate,” as defined under NYSE rules;   ∎ members are appointed and removed by the Board;   ∎ is required to meet at least quarterly; ∎ periodically meets with the head of Internal Audit and the independent auditor in separate executive sessions without members of senior management present;   ∎ has the authority to retain independent advisors, at the company’s expense, whereverwhenever it deems appropriate to fulfill its duties; and   ∎ reports to the Board regularly. The committee’s charter is available on the company’s Web site.website and is reviewed annually. The charter sets forth the committee’s responsibilities, which include among other items, assisting the Board in fulfilling its responsibility to oversee the company’s financial reporting, auditing and internal control activities, including the integrity of the company’s financial statements and assisting the Board in overseeing the company’s legal and regulatory compliance. The committee has adopted policies and procedures for pre-approving all audit and non-audit services provided by our independent auditors. The policy is designed to ensure that the auditor’s independence is not impaired. The policy provides that, before the company engages the independent auditor to render any service, the engagement must either be specifically approved by the Audit Committee or fall into one of the defined categories that have been pre-approved. (See “Pre-Approval Process and Policy” below.) The Board has determined that all committee members are financially literate under the NYSE listing standards. The Board has further determined that each of Mr. Presby and Ms. Wood and Mr. Wagoner qualifies as an “audit committee financial expert” (as defined under the SEC’s rules and regulations), that each has “accounting or related financial management expertise” and that each is “independent” of the company under SEC rules and the NYSE listing rules. The Board has also determined that Mr. Presby’s service onCompensation Committee’s responsibilities include approving the audit committees of more than three public companies does not impair his ability to effectively serve on the Audit Committee. compensation structure for senior officers and non-executive directors. The Compensation Committee The Compensation Committee is chaired by Sir John BanhamMr. Henrikson and consists additionally of Messrs. Adams, Henrikson, Johnson, Kessler, Lawrence, Sheinwald, Wagoner and Ms. Wood. The committee met sixseven times during 2013. As previously discussed, Mr. Henrikson has been appointed as chairman of the committee effective upon the close of the 2014 Annual General Meeting.2016. Under its charter, the committee:   ∎ is comprised of at least three members of the Board, each of whom is “independent” of the company under the NYSE and SEC rules;   ∎ members are appointed and removed by the Board;   ∎ is required to meet at least four times annually; and   ∎ has the authority to retain independent advisors, at the company’s expense, whereverwhenever it deems appropriate to fulfill its duties, including any compensation consulting firm. The committee’s charter is available on the company’s Web site.website. The charter sets forth the committee’s responsibilities, which include among other items, annually approving the compensation structure for, and reviewing and approving the compensation of, senior officers andnon-executive directors, and overseeing the annual process for evaluating senior officer performance, overseeing the administration of the company’s equity-based and other incentive compensation plans and assisting the Board with executive succession planning. Each year the committee engages a third-party compensation consultant to provide an analysis of, and counsel on, the company’s executive compensation program and practices. The nature and scope of the consultant’s assignment is set by the committee. The committee currently engages Johnson Associates, Inc. (“Johnson Associates”) as its third-party consultant for this review. The committee has considered various factors as required by NYSE rules as to whether the work of Johnson Associates with respect to executive and director compensation-related matters raised any conflict of interest. The committee has determined no conflict of interest was raised by the engagement of Johnson Associates. For a more detailed discussion of the determination of executive compensation and the role of the third-party compensation consultant, please see “Executive Compensation — Compensation DiscussionPhilosophy, Design and Analysis” Process - Role of theindependent compensation consultantbelow. The In addition, the committee meets at least annually to review and determine the compensation of the company’snon-executive directors. In reviewing and determining non-executive director compensation, the committee considers, among other things, the following policies and principles: that the compensation should fairly pay the non-executive directors for the work, time commitment and efforts required by directors of an organization of the company’s size and scope of business activities, including service on Board committees; that a component of the compensation should be designed to align the non-executive directors’ interests with the long-term interests of the company’s shareholders; and that non-executive directors’ independence may be compromised or impaired for Board or committee purposes if director compensation exceeds customary levels. As a part of its review, the committee periodically engages Johnson Associates as a third-party consultant to report on comparable non-executive director compensation practices and levels. No executive officer of the company is involved in determiningrecommending or recommending determiningnon-executive director compensation levels. See “Director Compensation”compensation below for a more detailed discussion of compensation paid to the company’s directors during 2013.2016. The Nomination and Corporate Governance Committee’s responsibilities include establishing procedures for identifying and evaluating potential nominees for director. The Nomination and Corporate Governance Committee The Nomination and Corporate Governance Committee is chaired by Mr. AdamsCanion and consists additionally of Messrs. Banham, Canion, Henrikson, Johnson, Kessler, Lawrence, Presby,Sheinwald, Wagoner and Ms. Wood. As previously discussed, Mr. Canion has been appointed as chairman of the committee effective upon the close of the 2014 Annual General Meeting. The committee met five times during 2013.2016. Under its charter, the committee:   ∎ is comprised of at least three members of the Board, each of whom is “independent” of the company under the NYSE and SEC rules;   ∎ members are appointed and removed by the Board;   ∎ is required to meet at least quarterly;four times annually; and   ∎ has the authority to retain independent advisors, at the company’s expense, whenever it deems appropriate to fulfill its duties. The committee’s charter is available on the company’s Web site.website. The charter sets forth the committee’s responsibilities, which include among other items, establishing procedures for identifying and evaluating potential nominees for director, and for recommending to the Board potential nominees for election, and periodically reviewing and reassessing the adequacy of the Guidelines to determine whether any changes are appropriate and recommending any such changes to the Board for its approval. The candidates proposed for election in Proposal No. 21 of this Proxy Statement were unanimously recommended by the committee to the Board. The committee believes there are certain minimum qualifications that each director nominee must satisfy in order to be suitable for a position on the Board, including that such nominee:   ∎ be an individual of the highest integrity and have an inquiring mind, a willingness to ask hard questions and the ability to work well with others;   ∎ be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director;   ∎ be willing and able to devote sufficient time to the affairs of the company and be diligent in fulfilling the responsibilities of a director and Board committee member; and   ∎ have the capacity and desire to represent the best interests of the shareholders as a whole. In considering candidates for director nominee, the committee generally assembles all information regarding a candidate’s background and qualifications, evaluates a candidate’s mix of skills and qualifications and determines the contribution that the candidate could be expected to make to the overall functioning of the Board, giving due consideration to the BoardBoard’s balance of diversity of perspectives, backgrounds and experiences. While the committee routinely considers diversity as a part of its deliberations, it has no formal policy regarding diversity. With respect to current directors, the committee considers past participation in and contributions to the activities of the Board. The committee recommends director nominees to the Board based on its assessment of overall suitability to serve in accordance with the company’s policy regarding nominations and qualifications of directors. The committee will consider candidates recommended for nomination to the Board by shareholders of the company. Shareholders may nominate candidates for election to the Board under Bermuda law and ourBye-Laws. The manner in which the committee evaluates candidates recommended by shareholders would be generally the same as any other candidate. However, the committee would also seek and consider information concerning any relationship between a shareholder recommending a candidate and the candidate to determine if the candidate can represent the interests of all of the shareholders. The committee would not evaluate a candidate recommended by a shareholder unless the shareholder’s proposal provides that the potential candidate has indicated a willingness to serve as a director, to comply with the expectations and requirements for Board service as publicly disclosed by the company and to provide all of the information necessary to conduct an evaluation. For further information regarding such deadlines for shareholder proposals, see “Important Additional Information —additional information – Shareholder Proposalsproposals for the 2015 Annual General Meeting”2018 annual general meeting below. The Board of Directors has unanimously adopted and is submitting for shareholder approval amendments to ourbye-laws that would implement “proxy access”. Proxy access would allow eligible shareholders to include their director nominees in the company’s proxy materials for an annual general meeting of shareholders, along with the candidates nominated by the Board. The amendments would become effective upon the required approval by our shareholders, seeProposal No. 4 - Amendment to the Company’s Second Amended andRestatedBye-Laws to Implement Proxy Access and Other Matters. Director Compensationcompensation Directors who are Invesco employees do not receive compensation for their services as directors. Under the terms of its charter, the Compensation Committee annually reviews and determines the compensation paid tonon-executive directors. Directors do not receive any meetingIn reviewing and determiningnon-executive director compensation, the committee considers, among other things, the following policies and principles: ∎ that compensation should fairly pay thenon-executive directors for the work, time commitment and efforts required by directors of an organization of the company’s size and scope of business activities, including service on Board committees; ∎ that a component of the compensation should be designed to align thenon-executive directors’ interests with the long-term interests of the company’s shareholders; and ∎ thatnon-executive directors’ independence may be compromised or attendance fees.impaired for Board or committee purposes if director compensation exceeds customary levels. The As a part of its annual review, the committee engaged Johnson Associates, Inc. as a third-party consultant to report on comparablenon-executive director compensation practices and levels. This report includes a review of director compensation at the same peer companies the committee considers for executive compensation practices (seeCompensationDiscussion and Analysis – Compensation Philosophy, Design, Process – Review of peer compensation below). Following the review of current market practices for directors of peer public companies, the Compensation Committee approveddetermined in December 2015 that the following fee arrangementscompensation fornon-executives directors would remain the same for 2016. The compensation fornon-executive directors for 2013,2016 was as follows, with each fee component to be paid in quarterly installments in arrears:     Basic cash fee Non-executive directors (other than the Chairperson of the Board) received an annual basic fee paid in cash in the amount of $120,000.   Chairperson fee In lieu of the above basic cash fee, the Chairperson of the Board received an annual cash fee of $400,000.   Basic shares fee Non-executive directors also received an annual award of shares in the aggregate amount of $145,000.   Audit Committee   chairperson fee The chairperson of the Audit Committee received an additional annual cash fee of $50,000.   Compensation and Nomination   and Corporate Governance   Committee chairperson’s fee The chairperson of the Compensation Committee and the chairperson of the Nomination and Corporate Governance Committee each received an additional annual cash fee of $15,000. Basic Cash Fee Non-executive directors (other than the Chairman of the Board) receive an annual basic fee paid in cash in the amount of $120,000. Such fee is paid in arrears in four quarterly installments. Chairman Fee In lieu of the above basic cash fee, the Chairman of the Board receives an annual cash fee of $400,000. Basic Shares Fee Non-executive directors also receive an annual award of shares in the aggregate amount of $95,000. Such shares are paid in arrears in four quarterly installments of $23,750. Each installment is issued on the second business day following the public announcement of the company’s quarterly earnings results. (By way of example, the installment for the fourth quarter is issued in the first quarter of the following year after publication of the earnings release for the fourth quarter.) Audit Committee Chairman The chairman of the Audit Committee receives an additional annual cash fee of $50,000. Compensation and Nomination and Corporate Governance Committee Chairmen The chairman of the Compensation Committee and the chairman of the Nomination and Corporate Governance Committee each receive an additional annual cash fee of $15,000. We also reimburse each of ournon-executive directors for their travel expenses incurred in connection with attendance at Board of Directors and committee meetings. Directors do not receive any meeting or attendance fees.
Following aits annual review of current market practices for directors of peer public companies in December 2016, the Compensation Committee determined in December 2013 that the basic shares feecompensation for non-executive directors will increase to an annual award amount of $145,000, with such shares to be issued in arrears in four quarterly installments of an amount equal to $36,250. All other fees will remain the same for 2014.2017.
Stock Ownership Policyownership policy for Non-Executive Directors—non-executive directors – All shares granted to ournon-executive directors are subject to theNon-Executive Director Stock Ownership Policy. The policy generally requires eachnon-executive director to achieve and thereafter maintain an ownership level of at least 18,000 shares within seven years of the date of such director’s first appointment as a non-executive director. Until such ownership level is achieved, eachnon-executive director is generally required to continue to retain at least 50% of all shares received as compensation from the company following enactment of the ownership policy.company.