47153 AG Barr Annual Report 2025 AW4 SQ WEB - Flipbook - Page 123
Strategic Report
Corporate Governance
Accounts
Payments for loss of office
The principles on which the determination of payments for loss of office will be approached are set out below:
Policy
Payment in lieu
of notice
Payments to executive directors upon termination of their service contracts will be equal to 12 months’ base salary or the highest
annual salary earned by the executive during the preceding three years, whichever is higher (plus benefits in kind and pension
contributions at the discretion of the Remuneration Committee).
Annual Bonus
This will be at the discretion of the Remuneration Committee on an individual basis and the decision as to whether or not to award a
bonus in full or in part will be dependent upon a number of factors, including the circumstances of the individual’s departure and their
contribution to the business during the bonus period in question. Any bonus amounts paid will typically be pro-rated for time in service
to termination and will, subject to performance, be paid at the usual time.
Deferred portion
of Annual Bonus
Deferred bonus share awards will normally vest in full at the end of the original deferral period.
LTIP
The extent to which any award under the LTIP will vest would be determined based on the leaver provisions contained within the LTIP
rules. The Remuneration Committee shall determine when awards vest in accordance with those provisions.
Awards will normally lapse if the participant leaves employment before vesting. However, awards may vest in “good leaver”
circumstances, including death, disability, ill-health, injury, sale of the participant’s employer, or any other reason determined by
the Remuneration Committee. Any “good leaver” awards will vest at the date of cessation of employment unless the Remuneration
Committee decides they should vest at the normal vesting date. In either case, the extent to which an award vests will be determined
by the Remuneration Committee taking into account the extent to which the performance conditions have been satisfied and, unless
the Remuneration Committee determines otherwise, the proportion of the performance period that has elapsed to the date of
cessation of employment. The Remuneration Committee may vest the award on any other basis if it believes there are exceptional
circumstances which warrant that.
Options are exercisable for six months (12 months in the event of death) from leaving employment or six months (12 months in the event
of death) from the normal vesting date as appropriate.
Change of control
Deferred bonus share awards and awards under the LTIP will generally vest early on a takeover, merger or other corporate
reorganisation. The Remuneration Committee will determine the level of vesting taking account of performance conditions and, unless
the Remuneration Committee determines otherwise, prorated for time, where applicable. Alternatively, participants may be allowed
or required to exchange their awards for awards over shares in the acquiring company.
Awards under all-employee share schemes will be expected to vest on a change of control and those which have to meet specific
requirements to benefit from permitted tax benefits will vest in accordance with those requirements.
Mitigation
The executive directors’ service contracts do not provide for any reduction in payments for mitigation or for early payment.
Other payments
Payments may be made under the Company’s all-employee share plans which are governed by HMRC tax-advantaged plan rules and
which cover certain leaver provisions. There is no discretionary treatment of leavers under these plans. In appropriate circumstances,
payments may also be made in respect of accrued holiday, outplacement and legal fees.
Where a buy-out award is made under the Listing Rules then the leaver provisions would be determined at the time of the award.
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