Experian 2012 Annual Report Download - page 76

74 Experian Annual Report 2012 Governance
Experian Share Option Plan (‘ESOP’)
As has been the policy from 2010, no grants were made under this plan in 2011 and the Committee has agreed this will also be the case for
2012 (other than in exceptional circumstances). The maximum award under the ESOP is normally 200% of base salary, although up to 400% of
salary may be awarded under exceptional circumstances. Use of the ESOP in the future will remain under review by the Committee. Details of
outstanding awards under the ESOP and the associated performance conditions are set out in the table entitled ‘Share options’.
Experian Sharesave Plans
All executive directors and employees of the Company, and any participating subsidiaries in which Sharesave or a local equivalent is operated,
are eligible to participate if they are employed by the Group at a qualifying date. As an example of these plans, the UK Sharesave Plan provides
an opportunity for employees to save a regular monthly amount, over either three or five years, and, at the end of that period, the savings may be
used to purchase Experian shares at up to 20% below market value at the date of grant.
One-off share award to Brian Cassin
Brian Cassin joined the Board on 30 April 2012. In order to facilitate his recruitment, the Company has agreed to grant him a one-off share award
to compensate him for the loss of incentives from his previous employer. The award will vest, subject to Brian Cassin’s continued employment,
over a period of five years. The award is expected to be granted in May 2012 and will have a face value of approximately £1.3m. Full details of the
award will be disclosed at the time it is granted and in next year’s remuneration report, as appropriate. The award is not pensionable and any
amendments to the terms of the award which would be to Brian Cassin’s advantage (apart from certain minor amendments) are subject to
shareholder approval.
Shares released to participants in the year ended 31 March 2012
Experian Reinvestment Plans
At demerger, outstanding awards under the GUS Co-investment Plans were reinvested in awards under the Experian Reinvestment Plans with
matching awards available subject to further performance conditions, based on PBT growth and continued employment. Any vested matching
shares were released in three tranches on the third, fourth and fifth anniversary of the date of grant. Following the end of the performance period
in March 2009, the Committee determined that 92% of the awards subject to the PBT performance condition would vest and in the year ended
31 March 2012, the last tranche of the award was released to the executive directors. Details of these shares are set out in the table entitled ‘GUS
and Experian Co-investment Plans and Experian Reinvestment Plans’.
Experian Performance Share Plan
At demerger, executive directors received share awards under the Experian PSP with a face value of two times salary that were subject to PBT
and TSR performance conditions. When these were tested at the end of the performance period in October 2009, the Committee determined
that 80.7% of the awards would vest. Whilst the measurement period was over the three years from the date of grant, the release of the awards
was deferred for a further two years (i.e. until the 5th anniversary of the date of grant). These awards therefore vested in October 2011 and details
of the shares released are set out in the table entitled ‘Performance Share Plan’.
Outcome of performance testing for performance periods ending on 31 March 2012
Experian Share Option Plan
In June 2009 participants were granted options subject to the achievement of a growth in benchmark earnings per share (‘EPS’) target
measured over a three-year performance period that ended as at 31 March 2012. For EPS growth of at least 4% per annum on average 25% of
an option would vest, rising on a straight-line basis to full vesting for EPS growth of at least 8% per annum on average. Vesting is also subject
to the Committee confirming that ROCE performance has been satisfactory. The Committee tested the performance condition as at 31 March
2012 and determined that the average annual EPS growth over the period was 9.7% and that ROCE performance was satisfactory, as a result of
which 100% of the awards will vest on 18 June 2012.
Experian Co-investment Plans
For awards granted under the Co-investment Plan and the North America Co-investment Plan in June 2009, the matching shares were subject
to the achievement of growth in PBT of at least 3% per annum on average over the three-year performance period ending as at 31 March 2012.
The Committee tested this performance condition as at 31 March 2012 and determined that the average annual PBT growth over the period
was 12% and as a result, 100% of the awards will vest on 18 June 2012.
Experian Performance Share Plan
PSP awards granted in June 2009 were subject to performance conditions measured over the three years ending as at 31 March 2012. 75% of an
award would vest subject to the achievement of a growth in PBT target. For PBT growth of at least 4% per annum on average 25% of the award
would vest, rising on a straight-line basis to full vesting for PBT growth of at least 8% per annum on average. The remaining 25% of an award
would vest subject to the achievement of a TSR target with 25% of this part of an award vesting if the TSR of Experian was at least equal to that
of the FTSE 100 Index, rising on a straight-line basis such that this part of the award would vest in full if Experian’s TSR exceeds that of the FTSE
100 Index by at least 25%. Vesting is also subject to the Committee confirming that ROCE performance has been satisfactory.
Report on directors’ remuneration continued
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