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Henderson Group - Appointment of Directors

5th May 2011 07:00

RNS Number : 9591F
Henderson Group plc
05 May 2011
 



 

 

 

Henderson Group plc Board appointments

 

 

5 May 2011

 

 

Henderson Group plc ('Henderson Group' or 'the Company') today announces the appointment of a Non-Executive Director, Kevin Dolan, together with the appointment of two Executive Directors, David Jacob, Managing Director, Henderson Investment Management and Chief Investment Officer and James Darkins, Managing Director, Global Property to the Henderson Group Board. The appointment of Kevin Dolan is subject to obtaining approval from the UK Financial Services Authority under its approved persons regime and the appointments of David Jacob and James Darkins were effective from 4 May 2011. Summaries of the key terms of employment of David Jacob and James Darkins are included in this announcement.

 

Mr Dolan has been in the financial industry for 32 years. He was Chief Executive of La Fayette Investment Management in London until 2009. Before that, at different times he was Chief Executive of the Asset Management Division of Bank of Ireland Group, Chief Executive of Edmond de Rothschild Asset Management in Paris, and also spent 10 years with the AXA Group. Over the course of his career, Mr Dolan has been a Director on a number of Boards in Europe and the US, including DLJ and Alliance Capital.

 

Mr Jacob joined Henderson Group in January 2005 as Head of Fixed Income. In 2006, he was appointed joint Managing Director of the Listed Assets business. Currently, in addition to overseeing fixed income investments, Mr Jacob has responsibility for distribution of fixed income and equity products, including product development, sales, marketing and client service. Before joining Henderson Group, he was Head of Fixed Income for UBS Global Asset Management, Europe and UK.

 

Mr Darkins joined AMP in 1998, before AMP's acquisition of Henderson Group, as Head of Property in New Zealand. Mr Darkins was subsequently appointed Head of Property for Asia based in Sydney, before taking up his current role in London in 2001. Over the course of his career Mr Darkins has worked in a number of property and buildings related companies in the UK and New Zealand, including 18 years in the property investment and development industry.

 

Commenting on the appointments Mr Pennant-Rea said: "I am pleased that Messrs. Dolan, Jacob and Darkins have agreed to join the Board. Their extensive business experience makes them welcome additions to the Board."

 

These appointments will increase the Board to 10 Directors, being four Executive Directors and six Non-Executive Directors.

 

Messrs. Dolan, Jacob and Darkins will stand for election at the 2012 Annual General Meeting.

 

 

Further information

www.henderson.com or

Investor enquiries

Mav Wynn, Head of Investor Relations

+44 (0) 20 7818 5135 or

+44 (0) 20 7818 5310

mav.wynn@henderson.com or

investor.relations@henderson.com

 

Media enquiries

Richard Acworth, Head of Corporate Communications

 

+44 (0) 20 7818 3010

richard.acworth@henderson.com

United Kingdom: Maitland

Australia: Cannings

George Trefgarne / Rebecca Mitchell

Luis Garcia

+44 (0)20 7379 5151

+61 (0)2 8284 9911

 

 

Henderson Group plc

47 Esplanade

St Helier

Jersey JE1 0BD

Registered in Jersey

No. 101484

ABN 67 133 992 766

 

 

Summary of key terms of employment ─ David Jacob

In determining Mr Jacob'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

Mr Jacob is employed under a continuous contract with no fixed term.

2. Remuneration

Basic salary - Mr Jacob's basic salary is £250,000 per annum. This is reviewed annually with the next review to occur in March 2012.

Pension - Mr Jacob will continue as a member of the defined contribution section of the Henderson Group Pension Scheme on the same basis as other employees and 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 is £128,412. Mr Jacob will remain eligible to participate in the Henderson Self Invested Personal Pension (operated through Hargreaves Lansdown) and make additional regular contributions from his monthly salary or one-off contributions from any annual discretionary bonus award.

Short Term Incentive ('STI') - the range of Mr Jacob's annual STI payment will be between 0% and 500% of his basic salary with a target of 250%. 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') - Mr Jacob will participate in the same LTIP applying to other senior executives. He will be eligible to receive annual awards in the LTIP of up to 300% of his basic salary. The actual amount awarded to Mr Jacob 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 Mr Jacob an LTIP award on the next annual cycle which will be in early 2012.

All employee share plans - Mr Jacob 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 him from the on-market purchase of securities rather than new issuance of securities. Mr Jacob will no longer participate in any new offering of the Company Share Option Plan ('CSOP'), but his existing award will continue until the relevant maturity date in March 2012. 

Legacy arrangements - Mr Jacob will benefit from matching shares in the Company's 2008 ESOP, that vest on 1 June 2011, in respect of awards made prior to his appointment as a Director. Mr Jacob also holds awards made under the Company's Restricted Share Plan, LTIP and DEP in previous years and these will continue until the relevant maturity date and remain subject to the relevant performance conditions.

Mr Jacob remains eligible to participate in the Company's benefit plans, such as, private healthcare and tax-efficient salary sacrifice plans, these benefits being available to all staff.

3. Termination of employment

Mr Jacob'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 Mr Jacob. The agreement also permits the Company to terminate his employment immediately by paying a sum equivalent to 12 months basic salary. The service agreement also allows the Company to suspend him from duties at any time once notice has been given by either party, provided he 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). 

On termination of Mr Jacob'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. In the case of the LTIP, any such pro-rated awards would only vest at the end of the scheme based upon the scheme results and completed month's service.

4. Non competition and non solicitation

After termination of Mr Jacob's employment for any reason, Mr Jacob may not compete, nor solicit customers or employees of Henderson Group for 12 months after termination (less any period served on 'gardening leave').

Summary of key terms of employment - James Darkins

In determining Mr Darkins' 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

Mr Darkins is employed under a continuous contract with no fixed term.

2. Remuneration

Basic salary - Mr Darkins basic salary is £234,100 per annum. This is reviewed annually with the next review to occur in March 2012.

Pension - Mr Darkins will continue as a member of the defined contribution section of the Henderson Group Pension Scheme on the same basis as other employees and 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 is £128,412. Mr Darkins will remain eligible to participate in the Henderson Self Invested Personal Pension (operated through Hargreaves Lansdown) and make additional regular contributions from his monthly salary or one-off contributions from any annual discretionary bonus award.

Short Term Incentive ('STI') - the range of Mr Darkins annual STI payment will be between 0% and 300% of his basic salary with a target of 150%. 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') - Mr Darkins will participate in the same LTIP applying to other senior executives. He will be eligible to receive annual awards in the LTIP of up to 300% of his basic salary. The actual amount awarded to Mr Darkins 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 Mr Darkins an LTIP award on the next annual cycle which will be in early 2012.

All employee share plans - Mr Darkins 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 him from the on-market purchase of securities rather than new issuance of securities. Mr Darkins will no longer participate in any new offering of the Company Share Option Plan ('CSOP'), but his existing award will continue until the relevant maturity date in March 2012. 

Legacy arrangements - Mr Darkins will benefit from matching shares in the Company's 2008 ESOP, that vest on 1 June 2011, in respect of awards made prior to his appointment as a Director. Mr Darkins 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.

Mr Darkins remains eligible to participate in the Company's benefit plans, such as, private healthcare and tax-efficient salary sacrifice plans, these benefits being available to all staff.

3. Termination of employment

Mr Darkins 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 Mr Darkins. The agreement also permits the Company to terminate his employment immediately by paying a sum equivalent to 12 months basic salary. The service agreement also allows the Company to suspend him from duties at any time once notice has been given by either party, provided he 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). 

On termination of Mr Darkin'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. In the case of the LTIP, any such pro-rated awards would only vest at the end of the scheme based upon the scheme results and completed month's service.

4. Non competition and non solicitation

After termination of Mr Darkins employment for any reason, Mr Darkins may not compete, nor solicit customers or employees of Henderson Group for 12 months after termination (less any period served on 'gardening leave').

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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