GOVERNANCE REPORT
85
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 and for the Executive Directors only, shares acquired under the SIP. 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 2020
Interest in share awards – subject to performance measures
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 3
1,058,306
2,923,842 1,805,547
974,247 877,598
3,030
200% 200%
139%
Andy Parsons
123,605 210,200 782,787 59,775 20,000 36,754 130,000 154,439
0 – – – – – – – –
75%
John Hastings-Bass Chris Gibson-Smith 2
– – – – – – – –
– – – – – – – –
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
Keith Nicholson
Clare Spottiswoode
Paul Bishop Ian Cormack Steve Melcher
Michelle Cracknell
–
1 Based on the average closing price of £0.5271 between 1 October 2020 and 31 December 2020. 2 Chris Gibson-Smith retired as Chair of the Group with effect from 13 August 2020. The beneficial shareholding shown is as at that date.
3 As referred to in the Committee Chair’s statement, 334,172 of David Richardson’s shares owned outright were financed by way of a company loan, of which £389k was outstanding as at 31 December 2020. 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. There have been no changes in the Directors’ interests in shares in the Company between the end of the 2020 financial year and the date of this report. DIRECTORS’ OUTSTANDING INCENTIVE SCHEME INTERESTS (AUDITED) The below tables summarise the outstanding awards made to David Richardson and Andy Parsons. All awards under the LTIP schemes are granted under options with performance conditions. Awards granted under the DSBP schemes are granted under options with no performance conditions. The table below summarises the outstanding awards made to David Richardson:
Interest as at 31/12/19
Dividend shares accumulating at vesting
Exercise price
Granted in the year
Vesting in the year
Lapsed in the year
Exercised in the year 1
Interest as at 31/12/20
Date of grant
Vesting date
Expiry date
LTIP 23 Mar 2020 16 May 2019 29 Mar 2018 17 May 2017 28 Sep 2016 DSBP 23 Mar 2020 28 Mar 2019 29 Mar 2018 17 Mar 2017
Nil Nil Nil Nil Nil
– 1,708,317
– – –
– – –
– – –
– – –
1,708,317 23Mar 2023 23Mar 2030 694,567 16May 2022 16May 2029 520,958 29Mar 2021 29Mar 2028
694,567 520,958 521,759
– – –
– 260,879 260,880 260,879
Nil
17May 2020 16May 2027
3,030
–
–
–
–
3,030 28 Sep 2019 27 Sep 2026
Nil Nil Nil Nil
– 501,548
– – –
– – –
– – –
– – –
501,548 23Mar 2023 23Mar 2030 318,564 28Mar 2022 28Mar 2029 154,135 29Mar 2021 29Mar 2028
318,564 154,135 147,001
– – –
6,354 153,355
– 153,355
Nil
17Mar 2020 16Mar 2027
1 153,335 shares exercised on 17 March 2020 at a price of £0.5620 and 260,879 shares exercised on 17 May 2020 at a price of £0.5792.
The table below summarises the outstanding awards made to Andy Parsons:
Interest as at 31/12/19
Dividend shares accumulating at vesting
Exercise price
Granted in the year
Vesting in the year
Lapsed in the year
Released in the year 2
Interest as at 31/12/20
Date of grant
Vesting date
Expiry date
LTIP 23 Mar 2020
Nil
– 1,187,523
–
–
–
–
1,187,523 23Mar 2023 23Mar 2030
BUY-OUT AWARDS 1 20 March 2020 (I) 20 March 2020 (II) 20 March 2020 (III)
Nil Nil Nil
– 370,816 – 630,387 – 618,024
– 123,605
– 123,605
247,211 31Mar 2020-22 630,387 31Mar 2021-23 618,024 16May 2022
n/a n/a n/a
– –
– –
– –
– –
1 As detailed in the 2019 Directors’ Remuneration Report, Andy Parsons’ buy-out awards (20 March 2020 (I) and (II)) are conditional share awards with no performance conditions, whereby the Company will release the shares to Andy as soon as reasonably practicable after the vesting of the awards. Award 20 March 2020 (III) is a conditional share award with performance conditions. 2 The first tranche of award 20 March 2020 (I) vested on 31 March 2020 and 123,605 shares were released to Andy on 1 April 2020 at a price of £0.539. He kept all the 123,605 shares and settled the tax liability from his own funds.
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