9th Feb 2006 07:01
Skyepharma PLC09 February 2006 For immediate release 9 February 2006 SkyePharma Plc Full Terms of Employment for Recent Appointments LONDON, UK, 9 February 2006 - On 2 February 2006 Dr Argeris ('Jerry') Karabelaswas appointed as Non-Executive Chairman of the Company. On 6 February 2006 theCompany announced the appointment of Frank Condella as Chief Executive and DrKen Cunningham in the newly created post of Chief Operating Officer. The termsof their remuneration packages have now been finalised. The Company has always operated its remuneration policy in light of corporategovernance best practice and has consistently provided full and transparentdisclosure in its annual Remuneration Committee Reports. In line with theBoard's desire to maintain its position at the leading edge of corporategovernance best practice it has decided to disclose the main terms of theremuneration packages provided to these individuals now rather than wait for thepublication of the 2005 Report & Accounts. Remuneration Package The following table summarises the main elements of the remuneration packagesoffered to each individual, all of which are in line with the Company'sremuneration policy approved by shareholders at the 2005 AGM:- Element Dr Argeris Frank Dr Ken In line with the Company's Remuneration Policy ('Jerry') Condella Cunningham Approved by Shareholders at the 2005 AGM KarabelasPosition Non-Executive Chief Chief Operating The Company policy at the request of shareholders was Chairman Executive Officer to move from having an Executive Chairman to a Non-Executive Chairman.Fee / £76,000 £450,000 £250,000 The fees for the Chairman have been set at the medianSalary position compared with the Company's shareholder approved Comparator Group and are significantly less than those paid to the outgoing Chairman. The salaries for the other two positions have also been set in accordance with the Company's policy on salaries approved by shareholders at the 2005 AGM. Element Dr Argeris Frank Condella Dr Ken Cunningham In line with the Company's Remuneration ('Jerry') Policy Approved by Shareholders at the Karabelas 2005 AGMAnnual Bonus Not eligible Participation in the SkyePharma This Plan was originally approved at the PLC Deferred Share Bonus Plan. 2001 AGM. It was re-approved by Maximum annual bonus potential shareholders at the 2004 AGM in line with 100% of salary. 50% of bonus best practice due to a proposed change in earned is deferred in shares and its operation. Full details of the Plan the pre-tax amount of this bonus are provided in the Remuneration is matched on a 1:1 basis, with Committee Report contained in the matching shares released on the Company's 2004 Report & Accounts. third anniversary of the date of award provided: the executive purchased shares have been retained; the executive is still employed by the Company; and subject to the achievement of median comparative total shareholder return over the three year performance period. There is also a requirement to ensure that the Company's underlying financial performance is consistent with its total shareholder return performance.Long-Term Share Not Eligible A grant of a maximum of 100% of This Plan was originally approved at theIncentive salary p.a. under the SkyePharma 2001 AGM. It was re-approved by PLC 2004 Long-Term Share Incentive shareholders at the 2004 AGM in line with Plan. Awards released three years best practice due to a proposed change in after the date of grant provided:- its operation. Full details of the Plan are provided in the Remuneration the executive is still employed by Committee Report contained in the the Company; and Company's 2004 Report & Accounts. subject to the achievement of median comparative total shareholder return over the three year performance period at which point 30% of the award is released with full release at the upper quartile. There is also a requirement to ensure that the Company's underlying financial performance is consistent with its total shareholder return performance.Pension Not Eligible 17.5% of salary to a defined This level of pension contribution wasContribution contribution plan. approved by shareholders as part of the Remuneration Committee policy approved by shareholders at the 2005 AGM.Notice Period 1 month 12 months In line with the Remuneration Committee policy approved by shareholders at the 2005 AGM.Benefits None Standard executive level benefits In line with the Remuneration Committee principally comprising of a policy approved by shareholders at the company car or allowance and 2005 AGM. private medical insurance.All Employee Not Eligible Participation in the Company's Approved by shareholders at the 2002 AGM.Share Plan Inland Revenue approved all Full details of the Plan are provided in employee share incentive plan (the the Remuneration Committee Report SkyePharma PLC International Share contained in the Company's 2004 Report & Purchase Plan) which allows a Accounts. maximum annual purchase of £1,500 of shares, which are matched on a 1:1 basis; matching shares being released on the third anniversary of the date of grant provided the employee purchased shares are retained and the employee remains employed by the Company. In line with the Company's shareholder approved Remuneration Committee Policy toencourage Executives to acquire shares and build up significant shareholdings inthe Company, the Company has provided a one-off opportunity set out below toFrank Condella and Dr Ken Cunningham (the Chairman, Dr Argeris ('Jerry')Karabelas, has not been provided with any such opportunity). Both Frank Condella and Dr Ken Cunningham will be offered the following one-offopportunity on joining the Company: the ability to purchase a maximum of 1/3rd of salary in ordinary Company sharesout of their own personal resources. Pursuant to this offer Frank Condella hasalready purchased 350,000 ordinary shares of the Company at an average price of40.8929 pence on 7 February 2006; the Company will provide a maximum of 2 matching shares for every sharepurchased:- 50% of these matching shares will be released to the relevant Executive on thefirst anniversary of their grant i.e. a 1:1 match if: he retains the shares hepurchased for this period; and remains employed by the Company; the balance of these matching shares will be released to the relevant Executiveon the second anniversary of their grant i.e. a 2:1 match if: he retains theshares he purchased for this period; and remains employed by the Company. The Remuneration Committee took the following factors in to account indetermining this arrangement: a desire to encourage the new Executives to build up a meaningful interest inthe shares of the Company in order to assist them in satisfying the Company'sshareholding requirement; it is a standard element of compensation packages offered by the Company's UScompetitors to provide significant sign-on grants to new executives of optionsand restricted shares awards which are not subject to any co-investmentrequirement or corporate performance conditions. This is not considered bestpractice in the UK. Therefore the Remuneration Committee was required to offersome incentive in order to be competitive taking into account the employmentpotential for both candidates in the US; the Remuneration Committee felt that the requirement to make a meaningfulinvestment at their own cost in the Company's shares demonstrated an immediatecommitment by the Executives to the Company and is consistent with the objectiveof aligning Executives' and shareholders' interests; and comparatively the maximum value of the one-off award of matching shares of 66%of salary is modest. For further information please contact: SkyePharma PLCMichael Ashton, Chief Executive +44 207 491 1777Peter Laing, Director of Corporate Communications +44 207 491 5124 Sandra Haughton, US Investor Relations +1 212 753 5780 Buchanan Communications +44 207 466 5000Tim Anderson / Mark Court Notes for editors About SkyePharma SkyePharma PLC develops pharmaceutical products benefiting from world-leadingdrug delivery technologies that provide easier-to-use and more effective drugformulations. There are now eleven approved products incorporating SkyePharma'stechnologies in the areas of oral, injectable, inhaled and topical delivery,supported by advanced solubilisation capabilities. For more information, visitwww.skyepharma.com. Certain statements in this news release are forward-looking statements and aremade in reliance on the safe harbour provisions of the U.S. Private SecuritiesLitigation Act of 1995. Although SkyePharma believes that the expectationsreflected in these forward-looking statements are reasonable, it can give noassurance that these expectations will materialize. Because the expectations aresubject to risks and uncertainties, actual results may vary significantly fromthose expressed or implied by the forward-looking statements based upon a numberof factors, which are described in SkyePharma's 20-F and other documents on filewith the SEC. Factors that could cause differences between actual results andthose implied by the forward-looking statements contained in this news releaseinclude, without limitation, risks related to the development of new products,risks related to obtaining and maintaining regulatory approval for existing, newor expanded indications of existing and new products, risks related toSkyePharma's ability to manufacture products on a large scale or at all, risksrelated to SkyePharma's and its marketing partners' ability to market productson a large scale to maintain or expand market share in the face of changes incustomer requirements, competition and technological change, risks related toregulatory compliance, the risk of product liability claims, risks related tothe ownership and use of intellectual property, and risks related toSkyePharma's ability to manage growth. SkyePharma undertakes no obligation torevise or update any such forward-looking statement to reflect events orcircumstances after the date of this release. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
SKP.L