REG - Phoenix Grp Hldgs - Phoenix Group Holdings - 2015 Annual Results <Origin Href="QuoteRef">PHNX.L</Origin> - Part 7
23/03/2016 08:18
- Part 7: For the preceding part double click ID:nRSW9668Sf
relevant AIP metrics. Recognising that the business of the Company is to engage in corporate activity, the Remuneration
Committee may adjust targets during the year to ensure they operate as originally intended if there is activity not contemplated
by the business plan (which may or may not include reflecting the consequences of such activity depending on the
circumstances)ii. For 2014 onwards, there is a specific multiplier of 80%-120% of the provisional out-turn whereby the
Remuneration Committee may adjust the provisional figure (but subject to any over-riding cap) to take account of its broad
assessment of performance both against pre-set targets and more generally, of the wider shareholder experience. With respect to
financial performance measures, this assessment will include consideration of the quality of how particular outcomes were
achievediii. The AIP remains a discretionary arrangement and the Remuneration Committee reserves discretion to adjust
the out-turn (from zero to any cap) should it consider that to be appropriate. In particular, the Remuneration Committee may
operate this discretion in respect of any risk concerns
Long-Term IncentivesTo motivate and incentivise delivery of sustained performance over the long-term, and to promote alignment with shareholders' interests, the Group operates the Phoenix Group Holdings Long-Term Incentive Plan · Awards under the LTIP may be in any of the standard forms of awards to receive shares for nil-cost (as described for DBSS above), forfeitable awards of shares or in the form of cash-based 'phantom' awards· Awards are made following the announcement of annual results in accordance with the LTIP rules· During the period until vesting of LTIP awards, the number of shares within such awards is cumulatively increased by the value of dividends notionally payable in respect of the vesting shares· Malus/Clawback provisions apply on a basis consistent with the equivalent provisions in the AIP and DBSS· The Company will honour the vesting of all awards granted under previous policies in accordance with the terms of such awards · The formal limit under the LTIP is 300% of base salary per annum (and 400% per annum in exceptional cases)· The Remuneration Committee expressly reserves discretion to make such awards as it considers appropriate within these limits · The Remuneration Committee may set such performance conditions for LTIP awards as it considers appropriate (whether financial
or non-financial and whether corporate, divisional or individual)· Once set, performance measures and targets will generally
remain unaltered unless events occur which, in the Remuneration Committee's opinion, make it appropriate to make adjustments to
the performance conditions, provided that any adjusted performance condition is, in its opinion, neither materially more nor
less difficult to satisfy than the original condition· For each part of an LTIP award, subject to a specific performance
condition, the threshold level of vesting is 25% of that part of the LTIP award. The Remuneration Committee reserves the
discretion to make changes to these levels which it considers non-material· The performance period for LTIP awards will be at
least three years, but the Remuneration Committee reserves discretion to lengthen (but not reduce) any performance period and/or
introduce a separate holding period for vested shares2
All-employee share plansTo encourage share ownership by employees, thereby allowing them to share in the long-term success of the Group and align their interests with those of the shareholders · Executive Directors are able to participate in all-employee share plans on the same terms as other Group employees as required by HMRC legislation · Sharesave - the Remuneration Committee has the facility to allow individuals to save up to a maximum of £500 each month (or such other level as permitted by HMRC legislation) for a fixed period of three or five years. At the end of the savings period, individuals may use their savings to buy ordinary shares in the Company at a discount of up to 20% (although for 2014 and past years this has been set at 15%) of the market price set at the launch of each scheme· Share Incentive Plan ('SIP') - the Remuneration Committee has the facility to allow individuals to have the opportunity to purchase, out of their pre-tax salary, shares in the Company (up to such level as permitted by the Company in line with HMRC legislation) and receive up to two matching shares for every purchased share (although for 2014 and past years matching has been offered at one matching share for every six shares purchased). SIP also has the facility to allow for reinvestment of dividends in further shares, or the award of additional free shares (up to the limits as permitted by HMRC legislation) · Consistent with normal practice, such awards are not subject to performance conditions
Shareholding GuidelinesTo encourage share ownership by the Executive Directors and ensure interests are aligned · Executive Directors are expected to retain all shares (net of tax) which vest under the DBSS and under the LTIP (or any other discretionary long-term incentive arrangement introduced in the future) until such time as they hold a specified value of shares· Only beneficially owned shares and vested share awards (discounted for anticipated tax liabilities) may be counted for the purposes of the guidelines. Share awards do not count prior to vesting (including DBSS awards)· Once shareholding guidelines have been met, individuals are expected to retain these levels as a minimum. The Remuneration Committee will review shareholdings annually in the context of this policy · 200% of base salary for the Group Chief Executive Officer, 100% of base salary for all other Executive Directors3
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