Section 430(2B) Companies Act Statement

RNS Number : 8485N

Standard Life plc

14 August 2017

 

14 August 2017

Standard Life Aberdeen plc ("Standard Life Aberdeen")

Former Standard Life plc Directors - Section 430 (2B) Companies Act Statement

The following information is provided in accordance with section 430 (2B) of the Companies Act 2006.

Pierre Danon and Noel Harwerth have resigned as Non-Executive Directors of Standard Life plc on 14 August 2017.  Mr Danon and Ms Harwerth will receive pro-rated Board and Committee fees up to and including 14 August 2017.  No other remuneration payment or payment for loss of office will be made to Mr Danon or Ms Harwerth. 

Barry O'Dwyer

Barry O'Dwyer stepped down as a director of Standard Life plc on 14 August 2017.  He will remain in his role as CEO Pensions and Savings and will continue to receive salary and benefits on his current basis as set out in his Executive Services Agreement. Any short term bonus will be calculated based on performance achieved and will be determined when the results for the performance year are known.

Outstanding incentive awards granted to Mr O'Dwyer will remain unchanged and will be subject to the terms agreed at the time of grant.  His outstanding Restricted Stock Plan (RSP) Award, Executive Long Term Incentive Plan (LTIP) Awards and Deferred Share Awards will continue to accrue and vest on the normal vesting dates.

Outstanding awards granted while appointed to the Board

Plan	Vesting date	Number of shares1
2017 Deferred Share Award	31 March 2020	16,742
2017 LTIP2	27 March 2022	181,355

The following awards were granted prior to his appointment to the Board

Plan	Vesting date	Number of shares1
2016 LTIP2	24 March 2019	113,171
2015 LTIP2	27 March 2018	89,657
RSP award	30 March 2018	53,273

¹Includes shares in lieu of dividends to date. Awards will continue to accrue additional shares in lieu of dividends until the vesting date

²Subject to the performance conditions set out in the Annual Report and Accounts

Mr O'Dwyer will receive no payment for loss of office.

Colin Clark

Colin Clark stepped down as a director of Standard Life plc on 14 August 2017.  Mr Clark's last working day will be 31 August 2017 and he will be on garden leave until 31 December 2017 at which point he will leave the Company.  He will continue to be eligible for his salary and benefits, as set out in the Company's Remuneration Report contained in the Company's Annual Report and Accounts for the year ended 31 December 2016 until his termination date of 31 December 2017.

He will accrue a short-term bonus until 31 August 2017, which is the day before his period of garden leave will commence, including any deferred element as per the plan rules.  Any short term bonus will be calculated based on performance achieved and will be determined when the 2017 results are known.

Mr Clark is in receipt of 2016 and 2017 Deferred Share awards. The 2016 award (the deferred element of the 2015 short-term bonus) will vest on termination of employment.  The 2017 deferred award (the deferred element of the 2016 short-term bonus) will vest on the normal vesting date for that award on 31 March 2020.

Outstanding Deferred Share awards

Plan	Vesting date	Number of shares1
2017 Deferred Share Award	31 March 2020	98,992
2016 Deferred Share Award	31 December 2017	18,831

¹Includes shares in lieu of dividends to date. Awards will continue to accrue additional shares in lieu of dividends until the vesting date

Mr Clark has outstanding awards under the Long-Term Incentive Plan in 2015, 2016 and 2017 and under the Restricted Stock Plan in 2015. To the extent required, these awards will be pro-rated to the termination date. All awards will vest on the normal vesting dates and in respect of the LTIP awards are subject to the Company's performance measures.

Outstanding LTIP awards and RSP awards

Plan	Vesting date	Number of shares1,2,
2017 LTIP3	27 March 2022	172,718
2016 LTIP3	24 March 2021	359,442
2015 LTIP (Standard Life Investments)	30 March 2018	473,688
RSP award3	30 March 2018	108,660

¹Includes shares in lieu of dividends to date. Awards will continue to accrue additional shares in lieu of dividends until the vesting date

²Subject to the performance conditions set out in the Annual Report and Accounts

³ Pro-rated to termination date

Mr Clark will not be eligible to participate in the 2018 Executive LTIP award.

From 1 January 2018 to 31 August 2018 Mr Clark will be entitled to payment in lieu of notice made up of a payment representing the value of his salary and pension allowance for this period of £499,315 and a payment in lieu of benefits payable under his Executive Services Agreement for the same period. The payment in lieu of notice will be paid in instalments and subject to reduction if he begins alternative remunerated employment during this period. 

Mr Clark will be eligible for outplacement support and a contribution towards legal costs. 

Mr Clark will receive no payment for loss of office.

Luke Savage

Luke Savage stepped down as a director of Standard Life plc on 14 August 2017.  Mr Savage will remain employed until 28 February 2018.  He will continue to be eligible for his salary and benefits, as set out in the Company's Remuneration Report contained in the Company's Annual Report and Accounts for the year ended 31 December 2016 until his last working day of 28 February 2018 and will accrue a short-term bonus until this date, including any deferred element as per the plan rules.  Any short term bonus will be calculated based on performance achieved and will be determined when the results for the performance year are known.

Mr Savage is in receipt of 2016 and 2017 Deferred Share awards.  The 2016 award (the deferred element of the 2015 short-term bonus) will vest on termination of employment.  The 2017 deferred award (the deferred element of the 2016 short-term bonus) will vest on the normal vesting date, 31 March 2020.

Outstanding Deferred Share awards

Plan	Vesting date	Number of shares1
2017 Deferred Share Award	31 March 2020	82,183
2016 Deferred Share Award	28 February 2018	86,545

¹Includes shares in lieu of dividends to date. Awards will continue to accrue additional shares in lieu of dividends until the vesting date

Mr Savage has outstanding awards under the Long-Term Incentive Plan in 2015, 2016 and 2017. To the extent required, these awards will be pro-rated to his last working day. All awards will vest on the normal vesting dates and are subject to the Company's performance measures.

Outstanding LTIP awards

Plan	Vesting date	Number of shares1,2
2017 LTIP3	27 March 2022	85,689
2016 LTIP3	24 March 2021	165,902
2015 LTIP	27 March 2020	176,958

¹Includes shares in lieu of dividends to date. Awards will continue to accrue additional shares in lieu of dividends until the vesting date

²Subject to the performance conditions set out in the Annual Report and Accounts

³ Pro-rated to termination date

Mr Savage will not be eligible to participate in the 2018 Executive LTIP award. 

From 1 March 2018 to 31 August 2018 Mr Savage will be entitled to payment in lieu of notice made up of a payment representing the value of his salary, pension allowance and car allowance for this period of £397,661 and a payment in lieu of benefits payable under his Executive Services Agreement for the same period. The payment in lieu of notice will be paid in instalments and subject to reduction if he begins alternative remunerated employment during this period. 

Mr Savage will be eligible for outplacement support and a contribution towards legal costs.

Mr Savage will receive no payment for loss of office.

 

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