REG - Smith & Nephew Plc - Adoption of Remuneration Policy and RSP

Smith & NephewAnnouncement

12/08/2024 07:00

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RNS Number : 0200A  Smith & Nephew Plc  12 August 2024

 

SMITH & NEPHEW PLC (the "Company")

Statement regarding Further Shareholder Consultation on the 2024 Directors'
Remuneration Policy ("Policy") and Restricted Share Plan ("RSP")

Smith+Nephew (LSE: SN, NYSE: SNN), the global medical technology business,
announces the conclusion of its further shareholder consultation on its
Remuneration Policy and RSP following shareholder approval at the Annual
General Meeting held on 1 May 2024 (the "AGM").

As Resolution 2 (to approve the Policy) and Resolution 19 (to approve the RSP)
(together the "Resolutions") received less than 80% shareholder support, in
accordance with the provisions of the UK Corporate Governance Code, Angie
Risley, Chair of the Remuneration Committee sought further engagement with
investors comprising 75% of the Company's issued share capital as at 31 May
2024 and with proxy advisors to consult with and seek additional feedback on
these Resolutions.

Engagement with shareholders and proxy advisers during the further
consultation period which ran from 6 June to 19 July 2024 (inclusive) was
constructive. Shareholders with whom the Company had previously engaged during
the original shareholder consultation (October 2023 - February 2024) responded
to confirm that they understood the rationale for the long term incentives
outlined in Policy and the RSP and confirmed the original feedback provided to
the Board.

During this consultation, no additional request for engagement or feedback was
received from shareholders who voted against the Resolutions. Following
closure of the consultation and given the lack of additional feedback from
investors who did not support the Resolutions, the Board has resolved to adopt
and implement the Policy and the RSP on the terms approved by shareholders at
the AGM.

The Company will continue to engage with shareholders and proxies on these and
other remuneration matters in the future and will also address feedback and
areas of interest raised by shareholders during the full consultation process
through narrative disclosures in the 2024 Annual Report.

In accordance with the Policy, the Company will grant certain awards to Deepak
Nath, Chief Executive Officer on or about 19 August 2024:

·      An increase in the number of shares awarded under the Performance
Share Programme ("PSP") 2024 of 27,520 USD 0.20 ordinary shares on the same
terms and conditions, including performance conditions, as the PSP award
granted on 8 March 2024.

 

·      An RSP award of USD 0.20 ordinary shares which will normally vest
in three equal tranches over a three-year period, contingent on a reasonable
judgement underpin being met as determined by the Remuneration Committee. The
number of shares to be awarded and the award share price will be determined
using the average closing share price over the period 1 August to 14 August
2024.

 

Further details of these awards are set out below:

 

 

 

PSP 2024 - 2026 awards: In accordance with the new Policy, the Remuneration
Committee has approved the grant of an increased level of Performance Share
Plan awards shown in the table below which will vest on 8 March 2027, subject
to the achievement of the performance conditions which are measured over the
period 1 January 2024 to 31 December 2026.

 

Participants will receive an additional number of shares equivalent to the
amount of dividend payable per vested share during the relevant performance
period.

 

 Description of the financial instrument, type of instrument  Smith & Nephew plc Ordinary Shares of USD 0.20 each

 Nature of the transaction                                    Performance Share Awards to be granted under the Smith & Nephew Global
                                                              Share Plan 2020.

 

 Name                        Status    Price (s)  Volume(s)*  Aggregated information

 (Position)
 Deepak Nath                 Director  £10.875    27,520      N/A Single Transaction

 (Chief Executive Officer)

* The number of shares assuming a maximum vesting is shown.

 

Restricted Share Plan 2024 awards: The Remuneration Committee has approved the
grant of awards which will vest in three equal tranches on the first, second,
and third anniversary of the award, contingent on a reasonable judgement
underpin being met as determined by the Remuneration Committee.

 

The number of shares to be awarded and the award share price will be
determined using the average closing share price over the period 1 August to
14 August 2024. Participants will receive an additional number of shares
equivalent to the amount of dividend payable per vested share during the
relevant vesting period.

 

An announcement will be made following the formal grant of the awards set out
above in accordance with applicable regulations.

 

Helen Barraclough

Company Secretary

Smith & Nephew plc

Tel: +44 (0)1923 477100

 

Enquiries

 

 Investors / Analysts

 Andrew Swift                      +44 (0) 1923 477433

 Smith+Nephew

 Media

 Charles Reynolds                  +44 (0) 1923 477314

Smith+Nephew

 Susan Gilchrist / Ayesha Bharmal  +44 (0) 20 7404 5959

Brunswick

 

About Smith+Nephew

 

Smith+Nephew is a portfolio medical technology business focused on the repair,
regeneration and replacement of soft and hard tissue. We exist to restore
people's bodies and their self-belief by using technology to take the limits
off living. We call this purpose 'Life Unlimited'. Our 18,000 employees
deliver this mission every day, making a difference to patients' lives through
the excellence of our product portfolio, and the invention and application of
new technologies across our three global business units of Orthopaedics,
Sports Medicine & ENT and Advanced Wound Management.

Founded in Hull, UK, in 1856, we now operate in more than 100 countries, and
generated annual sales of $5.5 billion in 2023. Smith+Nephew is a constituent
of the FTSE100 (LSE:SN, NYSE:SNN). The terms 'Group' and 'Smith+Nephew' are
used to refer to Smith & Nephew plc and its consolidated subsidiaries,
unless the context requires otherwise.

For more information about Smith+Nephew, please visit www.smith-nephew.com
(http://www.smith-nephew.com/) and follow us on X
(http://www.twitter.com/smithnephewplc) , LinkedIn
(http://www.linkedin.com/company/smith-%26-nephew) , Instagram
(https://www.instagram.com/smithnephewmeded/) or Facebook
(http://www.facebook.com/smithnephewplc) .

 

Forward-looking Statements

 

This document may contain forward-looking statements that may or may not prove
accurate. For example, statements regarding expected revenue growth and
trading profit margins, market trends and our product pipeline are
forward-looking statements. Phrases such as "aim", "plan", "intend",
"anticipate", "well-placed", "believe", "estimate", "expect", "target",
"consider" and similar expressions are generally intended to identify
forward-looking statements. Forward-looking statements involve known and
unknown risks, uncertainties and other important factors that could cause
actual results to differ materially from what is expressed or implied by the
statements. For Smith+Nephew, these factors include: conflicts in Europe and
the Middle East, economic and financial conditions in the markets we serve,
especially those affecting healthcare providers, payers and customers; price
levels for established and innovative medical devices; developments in medical
technology; regulatory approvals, reimbursement decisions or other government
actions; product defects or recalls or other problems with quality management
systems or failure to comply with related regulations; litigation relating to
patent or other claims; legal and financial compliance risks and related
investigative, remedial or enforcement actions; disruption to our supply chain
or operations or those of our suppliers; competition for qualified personnel;
strategic actions, including acquisitions and disposals, our success in
performing due diligence, valuing and integrating acquired businesses;
disruption that may result from transactions or other changes we make in our
business plans or organisation to adapt to market developments; relationships
with healthcare professionals; reliance on information technology and
cybersecurity; disruptions due to natural disasters, weather and climate
change related events; changes in customer and other stakeholder
sustainability expectations; changes in taxation regulations; effects of
foreign exchange volatility; and numerous other matters that affect us or our
markets, including those of a political, economic, business, competitive or
reputational nature. Please refer to the documents that Smith+Nephew has filed
with the U.S. Securities and Exchange Commission under the U.S. Securities
Exchange Act of 1934, as amended, including Smith+Nephew's most recent annual
report on Form 20-F, which is available on the SEC's website at www. sec.gov,
for a discussion of certain of these factors. Any forward-looking statement is
based on information available to Smith+Nephew as of the date of the
statement. All written or oral forward-looking statements attributable to
Smith+Nephew are qualified by this caution. Smith+Nephew does not undertake
any obligation to update or revise any forward-looking statement to reflect
any change in circumstances or in Smith+Nephew's expectations.

 

(◊) Trademark of Smith+Nephew. Certain marks registered in US Patent and
Trademark Office.

 

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