Board of Directors and Company Secretary
Anne Wade retired as a non-executive director of the Company on 31 January 2021.
The Company confirms that no payments for loss of office are to be made to Ms Wade. In accordance with her letter of appointment and the Directors’ Remuneration Policy, Ms Wade’s Non-executive annual Director fee is £68,000, which is comprised of a base fee of £53,000 and £15,000 for acting as Chair of the Remuneration Committee. This is paid in monthly instalments, with the final payment pro-rated to 31 January 2021, and paid in February 2021.
As announced on 3 August 2020, Luciana Germinario stepped down as a director of the Company and as Chief Financial Officer on 31 July 2020. She will receive the payments set out below (which will be paid less any required deductions for tax and employee National Insurance contributions). These payments are consistent with the terms of her employment contract and the Company’s shareholder approved Directors’ Remuneration Policy.
Luciana has a 12 month notice period under her employment contract. It is has been agreed that she will continue to receive her salary and contractual benefits until her handover period ends on 21 August 2020, at which point her employment will terminate. She will then be paid in accordance with the payment in lieu of notice provisions of her employment contract in respect of the period between the termination date and 31 July 2021. Payments will be made in monthly instalments of £30,829 and will be subject to deductions for any income in respect of this period from any alternative employment or engagement.
Luciana will continue to be eligible to receive the outstanding unvested tranches of the buy-out award made to her on joining the Company up to September 2021 (being an award over 3,528 Company shares vesting in September 2020, an award over 16,964 Company shares vesting in March 2021 and an award over 3,528 Company shares vesting in September 2021). The tranche that would have vested in September 2022 will lapse.
Luciana will not receive any payment in respect of an annual bonus for 2020 and her LTIP awards have lapsed in full.
She will be eligible to receive an amount in respect of any accrued but unpaid holiday as at her termination date (but will not be paid any payment in lieu of holiday in respect of her notice period). The Company will pay her legal fees up to a maximum of £10,000 plus VAT and will pay for outplacement up to a maximum of £50,000 plus VAT with a provider agreed with the Company.
No other remuneration payment or payment for loss of office will be made.
Full details of all payments made to and receivable by Luciana Germinario will be disclosed in the Remuneration Report contained in the Company’s Annual Report and Accounts for the financial year ending 31 December 2020.
Olivier Brousse ceased to be an Executive Director with effect from 7 May 2020. Following his departure, Olivier will receive salary, benefits and pension up to the date of cessation of employment on 7 May. He will also receive a payment of £26,790 in lieu of unused annual leave entitlement up to the Retirement Date.
Olivier resigned from the Board, therefore his outstanding awards under the Company’s incentive plans will lapse in full with effect from 7 May 2020, and under the terms of the Remuneration Policy he will not receive any bonus in respect of 2020.
Olivier Brousse has not received and will not receive any payment for loss of office.
Toby Hiscock retired as a non-executive director of the Company on 7 May 2020.
The Company confirms that no payments for loss of office are to be made to Mr Hiscock. In accordance with his letter of appointment and the Directors’ Remuneration Policy, Mr Hiscock’s Non-executive annual Director fee is £68,000, which is comprised of a base fee of £53,000 and £15,000 for acting as Chair of the Audit & Risk Committee. This is paid in monthly instalments, with the final payment pro-rated to 7 May 2020, and paid in May 2020.