47153 AG Barr Annual Report 2025 AW4 SQ WEB - Flipbook - Page 127
Strategic Report
Corporate Governance
Accounts
Directors’ indemnity provisions
As at the date of this report, indemnities are in force between the Company and each of its directors under which the Company has agreed to indemnify
each director, to the extent permitted by law, in respect of certain liabilities incurred as a result of carrying out their role as a director of the Company.
The directors are also indemnified against the costs of defending any criminal or civil proceedings or any claim in relation to the Company or brought by a
regulator as they are incurred, provided that where the defence is unsuccessful the director must repay those defence costs to the Company. The Company’s
total liability under each indemnity is limited to £5.0m for each event giving rise to a claim under that indemnity. The indemnities are qualifying third party
indemnity provisions for the purposes of the Companies Act 2006. In addition, the Company maintained a Directors’ and Officers’ liability insurance policy
throughout the financial year and has renewed that policy.
As at the date of this report, indemnities are in force between the Company and each of the directors of the corporate trustee of the A.G. BARR p.l.c. (2008)
Pension and Life Assurance Scheme under which the Company has agreed to indemnify each director, to the extent permitted by law, in respect of certain
liabilities incurred in connection with the corporate trustee’s activities as a trustee of such scheme.
Research and development
The Group undertakes research and development activities in order to develop its range of new and existing products. Expenditure during the year on
research and development amounted to £1.6m (2024: £1.5m).
Political donations and political expenditure
No Group company made any political donations or incurred any political expenditure in the year (2024: £nil).
Post balance sheet events
Relevant post balance sheet events requiring disclosure are included in Note 31.
Employee engagement
Information on employee engagement is included in the Corporate Governance Report on pages 72 to 74 and the Strategic Report on page 30.
All qualifying employees are entitled to join the All-Employee Savings Related Share Option Scheme (‘SAYE’) and the All-Employee Share Ownership Plan
(‘AESOP’). Details of these share schemes are provided below.
AESOP
The AESOP is HMRC approved and the executive directors participate in both sections of the scheme, which is open to all qualifying employees.
The partnership share element provides that for every two shares a participant purchases in the Company, up to a current maximum contribution of £150
per month, the Company will purchase one matching share. The matching shares purchased are held in trust in the name of the individual.
There are various rules as to the period of time that the shares must be held in trust but after five years the shares can be released tax free to the participant.
The free share element allows participants to receive shares to the value of a common percentage of their earnings, related to the performance of the Group.
The maximum value of any annual award is currently £3,600 and the shares awarded are held in trust for five years. Under the terms of the AESOP rules,
any award of free shares to employees is made by the Trustee of the AESOP subject to the Company’s consent.
Under the terms of this scheme, unless they are a “good leaver” the matching shares will be forfeited if the participant leaves the employment of the Company
within three years of the award. All partnership, matching and free shares must be removed from the trust if employment with the Company ceases.
SAYE
The SAYE is HMRC approved and is available to all qualifying employees, including executive directors. It is based on a three or five year savings contract,
which provides the participant with an option to purchase shares after three years or five years (as appropriate) at a discounted price fixed at the time the
contract is taken out, or earlier as provided by the scheme rules. No performance conditions require to be met by any participant in order to exercise their
option under the SAYE.
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