EasyJet 2013 Annual Report Download - page 79

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Governance
Element
Purpose and
link to strategy Operation (including maximum levels)
Framework used to assess performance and
provisions for the recovery of sums paid
LTIP
Performance
Share Award
To incentivise and
recognise execution
of the business
strategy over the
longer term.
Rewards strong
financial performance
and sustained
increase in
shareholder value.
Each year Performance Shares may be granted
which can be earned subject to the delivery of
performance goals. Awards normally vest over
a three year period.
Maximum opportunity contained within the plan
rules is 200% of salary.
The current maximum face value of annual awards
will be 200% of salary for the current CEO and
150% of salary for the current CFO.
The dividend provisions are as described for the
Matching Share Award.
The performance targets are as
described above for the Matching
Share Award.
The clawback provisions are as
described above in relation to
Matching Share Awards.
Share
ownership
To ensure alignment
between Executive
Directors and
shareholders.
175% of salary holding required for Executive
Directors expected to be reached within five years
of appointment.
Executive Directors are required to retain half of
the post-tax shares vesting under the LTIP until the
guideline is met.
Not applicable.
What discretions are retained by the
Committee in operating its incentive plans?
The Committee will operate the annual bonus, LTIP
and Deferred Share Bonus Plan according to their
respective rules (or relevant documents) and in
accordance with the Listing Rules where relevant.
The Committee retains discretion, consistent with
market practice, in a number of regards to the
operation and administration of these plans.
These include, but are not limited to, the following in
relation to the LTIP and Deferred Share Bonus Plan:
• the participants;
• the timing of grant of an award;
• the size of an award;
• the determination of vesting;
• discretion required when dealing with a change
of control or restructuring of the Group;
• determination of the treatment of leavers based
on the rules of the plan and the appropriate
treatment chosen;
• adjustments required in certain circumstances
(e.g. rights issues, corporate restructuring events
and special dividends); and
• the annual review of performance measures
and weighting, and targets for the LTIP from
year to year.
In relation to the annual bonus plan, the Committee
retains discretion over:
• the participants;
• the timing of grant of a payment;
• the determination of the bonus payment;
• dealing with a change of control;
• determination of the treatment of leavers based
on the rules of the plan and the appropriate
treatment chosen; and
• the annual review of performance measures and
weighting, and targets for the annual bonus plan
from year to year.
In relation to both the Company’s LTIP and annual
bonus plan, the Committee retains the ability to
adjust the targets and/or set different measures
if events occur (e.g. material acquisition and/or
divestment of a Group business) which cause it
to determine that the conditions are no longer
appropriate and the amendment is required so
that the conditions achieve their original purpose
and are not materially less difficult to satisfy.
Any use of the above discretions would, where
relevant, be explained in the Annual Report on
Remuneration and may, as appropriate, be the
subject of consultation with the Company’s
major shareholders.
The use of discretion in relation to the Company’s
Sharesave and Share Incentive Plan will be as
permitted under HMRC rules and the Listing Rules.
Details of share awards granted to existing
Executive Directors are set out on page 85 of the
Annual Report on Remuneration. These remain
eligible to vest based on their original award terms.