94 JUST GROUP PLC Annual Report and Accounts 2019
Directors’ remuneration report continued
The Remuneration Committee believes that these awards fairly reflect the awards Andy Parsons forfeited on leaving his previous employment in terms of value and timing of vesting. The awards made are in accordance with Just Group’s approved remuneration policy. The awards have been and will be granted under and subject to the terms of a one-off award agreement entered into upon reliance of FCA Listing Rule 9.4.2(2) to facilitate Andy’s recruitment and compensate for loss of certain incentives and deferred awards from Andy’s previous employment. The share based awards may only be satisfied using existing shares. Award III will be subject to the same performance condition that applies to the 2019 LTIP grants based on EPS and TSR. Unvested awards shall ordinarily be forfeited on cessation of service and are subject to clawback in certain circumstances. No payment will be required for the grant of the awards. The awards are not transferable, except on death. The awards will not be pensionable. Appropriate adjustments may be made to the awards in response to variation of share capital. PAYMENTS MADE TO PAST DIRECTORS DURING 2019 (AUDITED) Prior to the payment date of bonuses in 2019, one third of the payment was held back in cash while an internal matter was concluded. This has now finished and a payment will be made to Simon Thomas of £124,000 in 2020. PAYMENTS FOR LOSS OF OFFICE MADE DURING 2019 (AUDITED) Rodney Cook ceased to be a Director with effect from 30 April 2019 but continued in employment until 30 June 2019 to ensure a smooth transition process. The Committee determined he was a good leaver. From 1 May 2019 to his termination date Rodney Cook was paid his salary, benefits and pension allowance, a total of £133,667. A payment of £305,830 in lieu of his remaining contractual notice period and accrued but untaken holiday was paid together with his final salary. Following his departure, payment of his salary, pension and benefits allowance ceased. One-third of his 2018 bonus normally deferred into shares under the DSBP was forfeited and he was not considered for a pro-rated STIP in respect of the period he was employed in 2019. His awards outstanding under the DSBP vested on termination of employment but remain subject to malus and clawback. His outstanding awards under the LTIP will vest at the normal vesting date, subject to application of the performance conditions and pro-rating to 30 June 2019. STATEMENT OF VOTING AT THE ANNUAL GENERAL MEETING (UNAUDITED) At the Just Group AGM held on 13 June 2019, shareholders were asked to vote on the Directors’ Remuneration Report (other than the part containing the Directors’ Remuneration Policy) for the year ended 31 December 2018. The resolution received significant votes in favour by shareholders. The votes received were: The remuneration policy for the wider Group is designed to attract, retain and motivate new and existing employees. It is in line with the sector in which we operate and our overall total remuneration approach is to pay a market competitive level of remuneration that is structured to appropriately reward employees, align them with the interests of our shareholders and customers, be compliant with Solvency II remuneration regulation and be relevant to the markets/geographies in which we operate. We define total remuneration as base salary, annual incentive (STIP) and any benefits, for example pensions. For those eligible to participate in the LTIP or Restricted Share Units (“RSU”), this will also be included. Summary of the remuneration structure for employees below Executive Director Element Policy approach BASE SALARY To attract and retain key employees we pay salaries which deliver market competitive total remuneration. We take into account the following when determining the base salary: the size of the role and its scope, the required skills, knowledge and experience, relevant pay in terms of the wider organisation and appropriate market comparative data. For 2019 the average salary increase for all employees was set at 2.5%. This is an average figure, with individual increases varying within a range depending on the factors above. All employees are provided with the opportunity to participate in the Group defined contribution pension plan, with a Company contribution of 15% of salary for the Executive team (excluding Executive Directors) and 10% of salary for Executive Directors and all other employees. Employees who have reached HMRC annual or lifetime allowance limits can be paid a cash allowance in lieu of pension contributions. Most of our employees participate in a discretionary bonus plan unless an alternative plan is in operation. This plan is based on corporate performance and distributed based on personal performance based on objectives, behaviours in line with our culture and conduct in the role. The Group also operates bonus plans for certain types of roles, for example sales, based on objectives, behaviours in line with our culture and conduct in the role. For regulated roles, for example in risk, audit or compliance roles, the financial performance may be replaced by functional performance. The Remuneration Committee has the ultimate discretion on all incentive plans and these are reviewed on an annual basis. Bonuses for all of the executive team who are not Board members and employees categorised under Solvency II have an element of bonus deferred into shares for three years. Participation in the LTIP or RSU plan is for a small number of executives and key roles each year in recognition of the strategic and critical roles that they hold in supporting the strategic direction of the business and delivering Company performance. In 2019, fewer than 50 individuals were granted awards. The Company operates a Deferred Share Bonus Plan (“DSBP”) which provides the vehicle for the deferral of the STIP award. The Company operates a Save As You Earn Plan (“SAYE”) which is open to all staff to participate in. In the past the Company has offered free shares under a Share Incentive Plan (“SIP”) and may choose to do so in the future. BENEFITS All employees are able to participate in the private medical cover scheme. PENSION SHORT TERM INCENTIVE PLAN LONG TERM INCENTIVE PLAN OTHER SHARE PLANS Resolution Votes for % of votes Votes against % of votes Votes withheld To approve the Directors’ Remuneration Report 733,556,657 87% 109,593,150 13% 24,728 REMUNERATION FOR EMPLOYEES BELOW THE BOARD (UNAUDITED) General remuneration policy
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