26th Aug 2009 16:49
Board of Directors appointment approved
26 August 2009
Further to the announcement of 16 July 2009, Henderson Group ('the Group') announces that Shirley Garrood has been appointed as an Executive Director to the Group Board, effective today. Mrs Garrood will become Chief Financial Officer ('CFO') on 1 September 2009, when Toby Hiscock stands down as Executive Director and CFO. Mrs Garrood will stand for election at the 2010 Annual General Meeting. A summary of the key terms of Mrs Garrood's contract, effective from 1 September 2009, is attached.
Henderson Group plc
47 Esplanade
St Helier
Jersey JE1 0BD
Registered in Jersey
No. 101484
ABN 67 133 992 766
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Further information www.henderson.com or |
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Investor enquiries |
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Mav Wynn, Head of Investor Relations |
+44 (0) 20 7818 5135 or |
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+44 (0) 20 7818 5310 |
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Media enquiries |
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Richard Acworth, Head of Corporate Communications |
+44 (0) 20 7818 3010 |
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United Kingdom: Maitland |
Australia: Cannings |
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Brian Cattell/Rebecca Mitchell |
Luis Garcia |
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+44 (0)20 7379 5151 |
+61 (0) 2 8284 9990 |
Summary of Key Terms of Service Agreement
In determining Mrs Garrood's employment arrangements, the Henderson Group Board took into account benchmarking against peer financial institutions and other relevant data provided by external remuneration consultants.
1. Duration of the Contract
Mrs Garrood is employed under a continuous contract with no fixed term.
2. Remuneration
Basic salary - Mrs Garrood's basic salary is £300,000. This will be reviewed annually with the first review to occur in March 2011.
Pension - Mrs Garrood will continue as a member of the Defined Contribution section of the Henderson Group Pension plan on the same basis as other employees. She will receive a Company contribution, currently 11.5% of basic salary into the pension plan. Basic salary for pension plan purposes is limited by the operation of a scheme earnings cap which for 2009/10 is £122,760.
Short Term Incentive ('STI') - the range of Mrs Garrood's annual STI payment will be between 0% and 200% of her basic salary with a target of 100%. The actual STI payment will be determined by the Board in its absolute discretion having regard to the achievement of performance objectives set by the Board. An element of any payment may be deferred into Henderson Group shares in accordance with the Company's deferral policy into the Deferred Equity Plan ('DEP').
Long Term Incentive Plan ('LTIP') - Mrs Garrood will participate in the same LTIP applying to other senior executives. She will be eligible to receive annual awards in the LTIP of up to 300% of her basic salary. The actual amount awarded to Mrs Garrood will be determined by the Board at its discretion. Awards are subject to the achievement of performance hurdles over a 3-year period. The Board will consider making Mrs Garrood an LTIP award on the next annual cycle which will be in early 2010.
All employee share plans - Mrs Garrood will continue to be eligible to participate in the Sharesave Plan ('SAYE') and Buy as You Earn Plan ('BAYE') which are HM Revenue & Customs approved plans with the proviso that, where applicable, such awards are made to her from the on-market purchase of securities rather than new issuance of securities. Mrs Garrood will no longer participate in any new offering of the Company's Employee Share Ownership Plan ('ESOP') or Company Share Option Plan ('CSOP'), but her existing awards will continue until the relevant maturity dates (June 2010 and March 2011 for ESOP and March 2012 for CSOP).
Legacy arrangements - Mrs Garrood will benefit from matching shares in the Company's ESOP and STI deferral plans in respect of awards made prior to her appointment. Mrs Garrood will not participate in future ESOP plans but may have mandatory deferrals under the DEP but there will be no matching element. Mrs Garrood also holds awards made under the Company's LTIP and DEP in previous years and these will continue until the relevant maturity date and remain subject to the relevant performance conditions.
3. Termination of employment
Mrs Garrood's service agreement is terminable on not less than 12 months written notice by the Company or on not less than six months written notice by Mrs Garrood. The agreement also permits the Company to terminate her employment immediately by paying a sum equivalent to 12 months basic salary. The service agreement also allows the Company to suspend her from duties at any time once notice has been given by either party, provided she continues to receive full pay. Under certain circumstances (e.g. serious misconduct) the Company may terminate employment immediately with no further liability to make any further payment (other than amounts accrued to the date of termination).
If the Company terminates Mrs Garrood's employment, the Board at its sole discretion may pay a pro-rated STI in relation to the final part year of employment and vest any outstanding unvested shares in any share plans.
If Mrs Garrood gives notice to the Company, a pro rated STI for the final part year of employment is payable subject to Board discretion and unvested shares in any share plan (subject to meeting any performance hurdle) may vest at the discretion of the Board.
4. Non competition and non solicitation
After termination of Mrs Garrood's employment for any reason, Mrs Garrood may not compete, nor solicit customers or employees of the Group for 12 months after termination (less any period served on 'gardening leave').
Related Shares:
HGG.L