FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVERNANCE
Buy-out awards In line with the disclosure in the 2019 Directors’ Remuneration Report, cash buy-out awards of £265,428 and £238,680, and share buy-out awards with a value of £1,191,528 were granted to Andy Parsons and the following were paid to him in 2021: • The final payment of the first cash element of the buyout of £106,452 was paid in March 2021. • The second tranche of award (I) and the first tranche of award (II) vested on 31 March 2021. A total of 333,734 shares were released to Andy Parsons at a price of £1.0181. 157,407 shares were sold to cover his tax liability and 176,327 shares were retained. Andy Parsons’ buy-out award (III) is a conditional share award of 618,024 shares, which will vest on 16 May 2022 and is subject to the same performance conditions applied to the 2019 LTIP grant based on EPS and TSR. 196,531 shares will therefore vest on 16 May 2022. The estimated value of £169,842 has been included in the single figure table.
2021 LTIP AWARDS GRANTED (AUDITED) The following awards were made to the Executive Directors in 2021: Date of grant Type of award
Face value of award
Number of shares1
End of performance period
David Richardson
24 March 2021 24 March 2021
Nil-cost options £895,500 (150%of salary) Nil-cost options £622,500 (150%of salary)
959,704 31 December 2023 667,131 31 December 2023
Andy Parsons
1 The actual share price calculated as the average price over the five days preceding the grant was £0.9331. Performance measures and targets applying to the 2021 LTIP awards Measure Weighting Target
Vesting
37.5%
Below £146m
0%
Organic capital generation including management actions
Threshold: £146m 25% Between threshold and maximum Between 25% and 100% on a straight-line basis Maximum: £438m 100%
Below 150%
0%
Solvency ratio underpin to the capital metric
Threshold: 150%
As per capital metric outturn
Unadjusted outcome: 164%
Below 3% p.a.
0%
37.5%
Adjusted earnings per share growth
Threshold: 3% p.a. 25% Between threshold and maximum Between 25% and 100% on a straight-line basis Maximum: 10% p.a. or above 100%
Belowmedian
0%
25%
Relative TSR vs FTSE 250
Median
25%
Between median and upper quartile
Between 25% and 100% on a straight-line basis
Upper quartile or above
100%
DIRECTORS’ BENEFICIAL SHAREHOLDINGS (AUDITED) To align the interests of the Executive Directors with shareholders, each Executive Director must build up and maintain a shareholding in the Group equivalent to 200% of base salary, in line with the Policy. Until the guideline is met, Executive Directors are required to retain 50% of any LTIP and DSBP share awards that vest (and are exercised), net of tax and national insurance contributions (“NICs”). Details of the Directors’ interests in shares of the Company are shown in the table below. Beneficially owned shares include shares owned outright by the Directors and their connected persons. For the purpose of calculating whether the shareholding guideline has been met, awards vested but not exercised and awards unvested under the DSBP (detailed in the Directors’ outstanding incentive scheme interests section following), net of tax and NIC, are included.
Beneficially owned shares at 31 December 2021
Interest in share awards – subject to performance conditions
Interest in share awards – not subject to performance conditions
Shareholding guideline met 1 (% of salary)
Interest in share awards – vested but unexercised
Shareholding guideline (% of salary)
Director
David Richardson 2
1,112,666
3,362,588 2,472,678
1,151,417
3,030
200% 200%
249% 146%
Andy Parsons
299,932 210,200 59,775 20,000 36,754 130,000 154,439
760,621
– – – – – – – – – –
John Hastings-Bass Keith Nicholson3 Clare Spottiswoode
– – – – – – – – –
– – – – – – – – –
n/a n/a n/a n/a n/a n/a n/a n/a n/a
n/a n/a n/a n/a n/a n/a n/a n/a n/a
Paul Bishop Ian Cormack Steve Melcher
Michelle Cracknell Kalpana Shah 4 Mary Kerrigan 5
– –
61,715
1 Based on the average closing price of £0.8642 between 1 October 2021 and 31 December 2021. 2 334,172 of David Richardson’s shares owned outright were financed by way of a company loan, of which £404k was outstanding as at 31 December 2021. This loan accrues interest at 4% p.a. and will be repaid out of any sale proceeds on such shares. To the extent a shortfall remains, the Company will write off the balance and settle any taxes due on a grossed-up basis. 3 Keith Nicholson retired from the Board on 31 December 2021. His share interests shown are as at 31 December 2021. 4 Kalpana Shah was appointed to the Board on 1 March 2021. 5 Mary Kerrigan was appointed to the Board on 1 February 2022 and her interests are shown at the date of appointment and at the date of signing the accounts.
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