19 December 2014

Arrangements in respect of Philip Bowman’s retirement

Further to the announcement on 19 December 2014 that Philip Bowman has given the Board early notification of his intention to retire as Group Chief executive on 31 December 2015, the following information is provided pursuant to section 430(2B) of the Companies Act 2006 to the extent it has been finally determined. The information will be updated (to the extent necessary) as soon as reasonably practicable following Mr Bowman stepping down as a director.

  1. Mr Bowman’s employment will terminate on 31 December 2015 (the Termination Date). He will continue as Chief Executive of the Company until such date as his successor commences employment with the Company. At that date he will step down from his role as Chief Executive and as a director of the Company. Following a period of handover to his successor, Mr Bowman will spend the balance of the period to the Termination Date on garden leave.
  2. In the period to the Termination Date Mr Bowman will be entitled to base salary (£860,000 per annum), benefits and pension allowance in accordance with the terms of his existing employment contract and as described in the directors’ remuneration report for the financial year ending 31 July 2014. He will not be entitled to a payment for loss of office.
  3. Mr Bowman is expected to work for all of the financial year ending 31 July 2015, and so will be eligible for an annual bonus payment (which will be paid wholly in cash) in respect of the year. He will also be eligible for annual bonus in respect of any part of the financial year ending 31 July 2016 for which he is fulfilling the role of Chief Executive (again paid wholly in cash). The amount of these bonuses will be reported in the relevant directors’ remuneration reports.
  4. Mr Bowman has agreed to forego his right to be considered for grants under the Company’s share plans in the period up to the Termination Date.
  5. The remuneration committee has exercised its discretion in accordance with the rules of the Company’s Long Term Incentive Plan and Co-Investment Plan so that Mr Bowman’s existing share awards under those plans will be preserved in full and will vest on their normal vesting dates subject to satisfaction of the applicable performance conditions and, in the case of the Co-Investment Plan, his retention of his Invested Shares under that plan. Information on the vesting of these share awards, and any consequential dividend equivalents, will be disclosed in the relevant directors’ remuneration reports following vesting.
  6. Mr Bowman will be a retiree for the purposes of the Company’s Sharesave Scheme and accordingly will be entitled to exercise his option under that scheme using his accrued savings in the six months following the Termination Date.
  7. The Company will make a contribution of £20,000 (plus VAT) towards Mr Bowman’s legal fees incurred in connection with these arrangements.
  8. Mr Bowman will continue to be covered by the Company’s D&O insurance and his indemnity in respect of third party liabilities will continue in force according to its terms.