Brambles Industries PLC
28 August 2003
BRAMBLES INDUSTRIES PLC
Company Number: 4134697
AMENDMENT OF SIR CK CHOW'S SERVICE CONTRACT
We wish to advise of amendments to the terms of the service contract between
Brambles Industries Limited (BIL) and the Group's Chief Executive Officer, Sir
As noted in the 2002 Annual Report, the Board believes that, in principle,
Executive Directors' service contracts should be terminable on 12 months'
notice. In the context of the formation of the dual listed companies structure
(DLC) in mid-2001 and the significant changes faced by the Group, at that time
the Board considered it appropriate for the CEO's service contract to be
terminable by BIL at any time without cause on giving at least 24 months'
In recognition of the time which has now elapsed since the formation of the DLC
and developments in the corporate governance area in relation to executive
directors' notice periods, Sir CK has agreed with the Board to reduce the notice
period under his contract from 24 months to 12 months, bringing it into line
with the requirements of the United Kingdom Combined Code Principles of Good
Governance and Code of Best Practice.
Details of the material amendments to Sir CK's service contract are outlined in
For further information
Media Richard Mountain, Financial Dynamics + 44 (0) 20 7269 7291
Investor Sue Scholes, Head of Investor Relations + 44 (0) 20 7659 6012
Media Jeannette McLoughlin +61 (0) 2 9256 5255
Group General Manager Corporate +61 (0) 401 990 425
Investor John Hobson +61 (0) 2 9256 5216
Head of Investor Relations +61 (0) 414 239 188
Brambles Industries is globally headquartered in Sydney, Australia.
DETAILS OF MATERIAL AMENDMENTS TO
SIR CK CHOW'S SERVICE CONTRACT
28 AUGUST 2003
The material amendments to Sir CK's service contract are set out below:
(a) The notice period under the contract will reduce from 24 months to 12
months, with effect from 1 December 2003.
(b) Under the original terms of Sir CK's contract, as outlined in the
documentation sent to shareholders for approval of the DLC, where Brambles gives
notice to terminate Sir CK's contract, Brambles may elect to waive the notice
period and bring forward the date of termination. In this situation, Sir CK
would have been entitled to receive a payment in lieu equal to two times his
annual total fixed remuneration and two times his annual average cash bonus; the
rights to 443,012 BIL shares comprising his sign-on grant would vest
irrespective of performance hurdles; and his options and performance shares
would vest in accordance with their terms of issue.
Under the amended terms of Sir CK's contract, the amount payable to Sir CK in
such situation will be reduced to one times his annual total fixed remuneration
and one times his annual average cash bonus. The treatment of his options,
performance shares and sign-on grant will remain as outlined above. If, instead
of bringing forward the termination date, Brambles requires Sir CK to serve all
of the notice period, there will be no payment in lieu; the treatment of Sir
CK's options and performance shares will be as outlined in the preceding
paragraph and (d) below, and his sign-on grant will lapse.
(c) Under the original terms of his service contract, Sir CK is entitled
at any time to terminate his employment on giving six months' notice. The Board
considers it desirable to have greater certainty and more than six months to
plan for an orderly succession if Sir CK should decide to leave Brambles. The
Board has therefore agreed to add a new provision under which, at any time from
1 January 2005, Sir CK will be entitled to give Brambles 12 months' notice of
his intention to terminate his employment. If Sir CK serves that notice period
in full (or any shorter period the Board may determine), on termination the
following will apply:
(i) Sir CK will surrender his sign-on grant, with no compensation.
(ii) Brambles will pay Sir CK a severance payment equal to one half of
his then current annual total fixed remuneration (TFR) and one half of the
average annual short-term incentive paid to him over the three years prior to
termination. Consistent with the TFR principles underlying his contract, Sir CK
will be able to elect the manner in which that benefit is provided, which may
include the payment of additional superannuation contributions on his behalf
during the notice period.
(d) Subject to the Board, acting reasonably and in good faith, forming
the view that Sir CK had performed his duties satisfactorily during the notice
period, in the event of any termination under (b) or (c) above, the Board will
exercise its discretion to permit Sir CK to:
(i) exercise all Options granted to him under Brambles' Executive Share
Option Plan within 12 months of the date of termination or 42 months after the
grant date, whichever ends later; and
(ii) permit all Awards granted to him under the Brambles' Executive
Performance Share Plan to vest, subject to satisfaction of the relevant
performance hurdles at the next testing date, on the basis that they will not be
subject to pro-rating for the period served.
(e) The changes are subject to Sir CK's re-election as a Director at the
Annual General Meetings to be held later this year.
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