Statement under s. 430(2B) Companies Act 2006
23 December 2014
Morgan Advanced Materials plc ("the Company")
The Company makes the following statement in accordance with section 430 (2B) of the Companies Act 2006:
Mark Robertshaw
Further to the announcements on 29 September 2014 and 12 December 2014 that Mark Robertshaw, Chief Executive Officer, will step down as a Director and leave the Company on 31 December 2014, the following arrangements will apply in respect of Mark Robertshaw's remuneration:
1. Mark Robertshaw will receive his salary up until 31 December 2014.
2. The Remuneration Committee has agreed to treat Mark Robertshaw as a 'good leaver', in recognition of his significant contribution to re-shaping Morgan over the past eight years, improving the resilience and quality of the Group and leaving a strong legacy for the future.
3. In accordance with the terms of the annual bonus, Mark Robertshaw will remain eligible for a bonus in respect of the full 2014 financial year, subject to achievement of the performance conditions.
4. Long-term incentives: Awards outstanding at the time of leaving will remain subject to the terms of the relevant plan rules.
Long-Term Incentive Plan ("LTIP"): 2013 and 2014 LTIP awards will be pro‑rated for time served since the commencement of the three-year performance period. All outstanding awards will vest on the normal vesting date subject to the achievement of performance conditions attaching to the awards over the full performance period.
|
Date of Award |
End of three-year performance period |
Pro-rated no. of shares under award (still subject to performance conditions) |
Vesting Date |
|
27 February 2012 |
31 December 2014 |
134,907* |
27 February 2015 |
|
20 May 2013 |
31 December 2015 |
114,671 |
20 May 2016 |
|
28 February 2014 |
31 December 2016 |
58,521 |
28 February 2017 |
* award not pro-rated as Mark Robertshaw was in post for the duration of the performance period
Bonus Deferral Share Matching Plan ("BDSMP"): The only BDSMP award outstanding at 31 December 2014 was granted on 21 March 2012. On the normal vesting date (21 March 2015), 76,772 Investment Shares (including notional dividends accrued) will automatically be released to Mark Robertshaw, subject to withholding for income tax and NICs. Additionally, up to 230,324 shares awarded under the corresponding BDSMP Matching Award may be released on the normal vesting date, subject to the extent to which the EPS performance condition is achieved. This award is not subject to time pro‑rating as Mark Robertshaw was in post for the duration of the three-year performance period.
These arrangements are in line with the Remuneration Policy approved by shareholders at the 2014 AGM. Details of the actual payments made will be disclosed in the relevant Directors' Remuneration Report.
Further enquiries:
Paul Boulton, Company Secretary Morgan Advanced Materials 01753 837000
This information is provided by RNS
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