Directors’ remuneration report

This report (the Directors’ Remuneration Report) describes how Reed Elsevier applies the principles of good governance relating to directors’ remuneration. In respect to the disclosures contained in this report, we have sought to comply with the substance and spirit of prevailing legislation and corporate governance guidelines in the UK and the Netherlands. The Remuneration Committee (the Committee) has sought to balance in a thoughtful and responsible manner the UK legislative requirements with best practice guidelines on disclosure in the Netherlands. This report has been prepared by the Remuneration Committee of Reed Elsevier Group plc in accordance with regulations made under the Companies Act 2006 and the Dutch Corporate Governance Code (the Dutch Code).

The Directors’ Remuneration Report was approved by the boards of Reed Elsevier Group plc, Reed Elsevier PLC and Reed Elsevier NV and will be submitted to shareholders for an advisory vote at the Annual General Meeting of Reed Elsevier PLC. In addition, resolutions will be submitted to the Annual General Meeting of Reed Elsevier NV requesting approval for the introduction of a separate annual fee for the senior independent director and for setting the maximum amount of annual remuneration of the Supervisory Board of Reed Elsevier NV at €600,000.

The audited parts of the Directors’ Remuneration Report

In compliance with the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, and under Title 9, Book 2 of the Civil Code in the Netherlands, the following elements of this report have been audited: the table entitled ‘Transfer values of accrued pension benefits’; the tables showing 'Aggregate emoluments' and ‘Individual fees of non-executive directors’; the tables on ‘Individual emoluments of executive directors’ and ‘Directors’ shareholdings in Reed Elsevier PLC and Reed Elsevier NV’ and the section ‘Share-based awards in Reed Elsevier PLC and Reed Elsevier NV’.