EasyJet 2012 Annual Report Download - page 60

Governance
Directors’ remuneration report
continued
What shareholdings are Directors’ required to have?
Executive Directors are required to build up a shareholding of
175% of salary. It is expected that this guideline will be achieved
within five years of appointment. Until the guideline is met,
they are required to retain 50% of net vested shares from
the LTIP. Other senior executives have a 100% of salary
shareholding requirement.
The Board agreed a policy on shareholding guidelines for Non
Executives. The level of shareholding is to be 100% of annual fees
to be built up over three years from the (30 September 2012)
adoption of the policy.
What are the Directors’ interests?
The following current Directors hold direct interests in the share
capital of easyJet:
Number
30 September*
2012
30 September
2011
Carolyn McCall OBE 63,540 12,602
Chris Kennedy 27,685 12,631
Sir Michael Rake 11,283 12,308
Charles Gurassa 18,198 19,853
Adèle Anderson 2,614 2,854
David Bennett 9,166 10,000
John Browett 4,312 4,705
Professor Rigas Doganis 12,467 13,600
* The final shareholding has been adjusted to reflect the share consolidation that
occurred on 5 March 2012.
Note: Changes to the position above since 30 September 2012
can be found at our corporate website,
http://corporate.easyjet.com
Executive Directors are deemed to be interested in the shares
held by the easyJet UK Employee Share Ownership Trust, the
easyJet Overseas Employee Share Ownership Trust and the Share
Incentive Plan Trust (the “Trusts”). At 30 September 2012, ordinary
shares held in the Trusts were as follows:
Number
Share Incentive Plan Trust (unallocated as
employees are not entitled to these shares) 3,242,663
Total unallocated 3,242,663
Share Incentive Plan (allocated) 1,170,393
Total held by UK Trust (allocated) 97,047
Total held by Overseas Trust (allocated) 8,378
Total allocated 1,275,818
4,518,481
Position against dilution limits
easyJet complies with the ABO Principles of Executive
Remuneration. These principles require that commitments under
all of the Company’s other share ownership schemes, must not
exceed 10% of the issued share capital in any rolling ten year
period. The requirement for shares under all current share
incentive schemes, (long-term Incentive plan, Sharesave and
Share Incentive Plan) will be satisfied with share purchases on the
market. The remaining 1.4 million options under the Discretionary
Share Option Schemes, when or if exercised, will continue to be
settled by the issue of new shares.
What are the Executive Directors’ terms of
employment and external appointments?
Executive Directors
Name Date of service contract Notice period
Carolyn McCall OBE 1 July 2010 12 months
Chris Kennedy 1 July 2010 12 months
On termination by the Company, Carolyn McCall OBE would
continue to receive 12 monthly instalments of salary and pension
which would cease to the extent that alternative employment was
taken up. Alternatively, by mutual consent, the Company may
elect to make a payment to the value of 12 months’ salary only.
Bonus payments would be included in a termination payment,
payable on a pro-rata basis, only for the period of time served
from the start of the financial year to the date of termination and
not for any period in lieu of notice. Any bonus paid would be
subject to the normal bonus targets, tested at the end of the year.
Chris Kennedy’s notice period is 12 months by either party.
There is no provision for predetermined compensation to be
paid on termination.
Executive Directors are permitted to accept one appointment
on an external board or committee so long as this is not thought
to interfere with the business of the Group. Any fees received
in respect of these appointments are retained directly by the
relevant Executive Director. No such fees were received by
Executive Directors during the year ended 30 September 2012.
easyJet plc
Annual report and accounts 2012
58