Experian 2014 Annual Report Download - page 88

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Directors’ remuneration policy continued
In the case of an external appointment to the Board, the Committee may offer further one-off cash and/or share-based remuneration,
when an individual would be forfeiting remuneration awarded to them by their former employer. In establishing the value and
conditions attached to such remuneration, the Committee would seek to provide equivalence in value by taking into account the
likelihood of vesting, and the timeframe in which such vesting was scheduled to occur. Such awards may be granted under the terms
of UK Listing Rule 9.4.2.
Service contracts and policy on payment for loss of office
The policy for new hires is that service contracts will generally be limited to 12 months’ notice of termination of employment and will
follow the UK Corporate Governance Code guidelines.
The Committee believes this policy is in line with best practice, remains market competitive and allows Experian to recruit key
individuals who we identify as critical to our future performance.
The Committee’s policy for the treatment of executive directors leaving the Group (subject to the current contractual commitments
described below) is set out in the table below. For executive directors who leave the Group in other circumstances, the treatment will
normally fall between the two treatments described. In any event, the overall treatment will be subject to the Committee’s judgment.
The Committee reserves the right to make additional exit payments to discharge an existing legal obligation (or by way of damages
for breach of such an obligation) or by way of settlement or compromise of any claim arising in connection with the termination of a
director’s office or employment.
Voluntary resignation or termination
for misconduct or poor performance
Other circumstances such as death, ill health, retirement, disability or redundancy or
any other reason as defined by the Committee
Base salary, pension
and benefits
Paid up to the date of termination and for
any untaken holidays as at that date.
Paid up to the date of death or leaving and for any untaken holidays as at that date.
If, in the judgment of the Committee, exceptional circumstances apply, such as in the
case of death, the Committee may agree to a different approach from that outlined
above, for example not applying time pro-rating to a payment.
Annual bonus Normally no annual bonus is paid in
respect of the year in which the date
of termination falls.
Annual bonus will usually be paid on the normal bonus payment date, in line with
performance achieved, pro-rated for the proportion of the financial year worked. If, in the
judgment of the Committee, exceptional circumstances apply, in the case of death for
example, the Committee may agree that it is not appropriate to apply time pro-rating to
the annual bonus payment. Any election already made to defer annual bonus under the
CIP will not apply.
CIP invested shares Invested shares will be transferred
to the individual.
Invested shares will be transferred to the individual.
CIP matching shares
and PSP awards
Unvested awards will lapse. Any vested
awards structured as nil-cost options
which have not been exercised may be
exercised up to the normal lapse date.
In the case of death, performance conditions will cease to apply and unvested awards
will vest immediately. The number of shares that vest are pro-rated for time unless, in the
judgment of the Committee, exceptional circumstances apply.
In all other cases, subject to the Committee’s discretion, unvested awards will vest at
the end of the performance period and remain subject to the relevant performance
conditions.
In all circumstances, the number of shares vesting will normally be reduced pro rata,
to reflect the number of months from the start of the performance period to the date of
cessation of employment as a proportion of the performance period.
Vested awards structured as nil-cost options which have not been exercised may be
exercised up to the normal lapse date.
Executive share
options
Unvested share options will lapse.
Vested options will not lapse and will
remain exercisable for six months, unless
the reason for leaving is dismissal for
misconduct, in which case, subject
to Committee discretion, the options
will lapse on the date of cessation of
employment.
In the case of death, unvested share options will vest immediately and will remain
exercisable for 12 months. Any vested share options will also remain exercisable
for 12 months.
In all other cases, any vested options will remain exercisable for six months following
cessation of employment. Unvested options, subject to the Committee’s discretion,
will vest at the end of the performance period and remain subject to the relevant
performance conditions. The number of options vesting will normally be reduced pro
rata, to reflect the number of months from the start of the performance period to the
date of cessation of employment as a proportion of the performance period. These
options will be exercisable for six months following vesting.
Awards under All
Employee Plans
In accordance with the relevant tax
regulations or plan rules.
In accordance with the relevant tax regulations or plan rules.
Other None. At the Committee’s discretion, leavers may receive disbursements such as legal
fees and outplacement.
Note: All descriptions of policy in relation to share plans are in line with the relevant plan rules.
Governance • Report on directors’ remuneration