Annual report and accounts 2023 - Flipbook - Page 112
A.G. BARR p.l.c. Annual Report and Accounts 2023
Directors’ Remuneration Report continued
Element
Purpose and link to strategy
Operation
Maximum opportunity
Performance measures
Long Term
Incentive
Plan (“LTIP”)
Incentivises executive directors over
the longer term and aligns their
interests with those of shareholders.
Under the LTIP, awards of conditional shares
or nil cost share options may be made with
vesting dependent on the achievement
of performance conditions set by the
Remuneration Committee, normally over
a three year performance period. Awards
granted over shares may be settled in cash at
the election of the Remuneration Committee.
The normal maximum award is 150% of
annual base salary in respect of a
financial year. Under the LTIP rules the
overall maximum opportunity that may
be granted in respect of a financial year
will be 200% of annual base salary. The
normal maximum award limit will only
be exceeded in exceptional
circumstances such as the recruitment
or retention of a senior employee.
The vesting of awards is
subject to the satisfaction
of performance targets set
by the Remuneration
Committee.
As described on page 120, awards may
also vest in “good leaver” circumstances
or on the death of a participant or on a
change of control.
All awards made under the LTIP will
be subject to a two year post-vesting
holding period.
For up to two years following the vesting date
of an award, the Remuneration Committee
has the right to cancel the award if it has not
been exercised, or require repayment of
some or all of the award, in the following
circumstances:
• discovery of a material misstatement;
• error, or inaccurate or misleading
information;
• action or conduct of a participant which
amounts to fraud or gross misconduct;
• regulatory censure or reputational
damage;
• material failure of risk management; and
• corporate failure.
The Remuneration Committee has the right
to reduce or cancel unvested awards and/or
delay their vesting in the circumstances set
out above.
110
The performance measures
are reviewed regularly to
ensure they remain relevant
but will be based on key
financial and/or strategic
and/or total shareholder
return related measures.
The relevant metrics and
the respective weightings
may vary each year based
upon Company strategic
priorities.
Performance measures
and weightings will be set
out in the Annual Report
on Remuneration for the
relevant financial year,
typically including a split
of key financial and/or
strategic and/or total
shareholder return related
measures.
For achievement of
threshold performance
20% of the maximum
opportunity will vest.
There will usually be
straight line vesting
between threshold and
maximum performance.
