41061 Unite AR22 HI-RES WEB-READY - Flipbook - Page 150
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THE UNITE GROUP PLC | Annual Report and Financial Statements 2022
REMUNERATION COMMITTEE continued
Service contracts and treatment for leavers and change of control
Executive Director service contracts, including arrangements for early termination, are carefully considered by the
Committee. In accordance with general market practice, each of the Executive Directors has a rolling service contract
requiring 12 months’ notice of termination on either side. Such contracts contain no specific provision for compensation for
loss of office, other than an obligation to pay for any notice period waived by the Company, where pay is defined as salary,
benefits and any other statutory payments only. Where a payment is made in equal monthly instalments, the Committee
will expect the Director to mitigate his/her losses by undertaking to seek and take up, as soon as reasonably practicable,
any suitable/similar opportunity to earn alternative income over the period in which the instalments are to be made. The
instalment payments will be reduced (including to zero) by the amount of such income that the employee earns and/or
is entitled to earn over the applicable period. Executive Director service contracts are available to view at the Company’s
registered office.
Date of service
contract
Executive
28 March 2002
J Lister
28 September 2011
R Smith
The Remuneration Committee will exercise discretion in making appropriate payments in the context of outplacement,
settling legal claims or potential legal claims by a departing Executive Director, including any other amounts reasonably
due to the Executive Director, for example to meet the legal fees incurred by them in connection with the termination of
employment, where the Company wishes to enter into a settlement agreement and the individual must seek independent
legal advice.
When considering exit payments, the Committee reviews all potential incentive outcomes to ensure they are fair to both
shareholders and participants. The table below summarises how the awards under the annual bonus and LTIP are typically
treated in specific circumstances, with the final treatment remaining subject to the Committee’s discretion:
Calculation of vesting/payment
Annual bonus
Cash element
In the event of retirement, ill health, death, disability, redundancy or any other circumstance at
the discretion of the Remuneration Committee, or in the event of a change of control, Executive
Directors may receive a bonus payment for the year in which they cease employment. This
payment will normally be pro-rated for time and will only be paid to the extent that financial and
individual objectives set at the beginning of the plan year have been met.
Otherwise, Executive Directors must be employed at the date of payment to receive a bonus.
Deferred element
Deferred bonus shares will normally be retained and will be released in full following completion
of the applicable deferral period.
LTIP
Leavers before the end of
the performance period
In the event of retirement, ill health, death, disability, redundancy or any other circumstance
at the discretion of the Remuneration Committee, or in the event of a change of control, the
Committee determines whether and to what extent outstanding awards vest based on the extent
to which performance conditions have been achieved and the proportion of the vesting period
worked. This determination will be made as soon as reasonably practical following the end of the
performance period or such earlier date as the Committee may agree (within 12 months in the
event of death).
In the event of a change of control, awards may alternatively be exchanged for new equivalent
awards in the acquirer where appropriate.
If participants leave for any other reason before the end of the performance period, their award
will normally lapse.
Leavers after the end of
the performance period
Any awards in a holding period will normally vest following completion of the holding period.
