The rules of the discretionary share plans (SEP, ESOS and LTIP) contain limits on the dilution of capital. These limits are monitored to ensure that the issue of new shares or transfer of shares from treasury does not exceed 5% of the issued share capital in any rolling ten-year period for discretionary plans or 10% of the issued share capital in any rolling ten-year period for all-employee plans. At 31 December 2015 the cumulative number of shares issued under discretionary plans for the previous ten-year period as a percentage of the issued share capital was 2.72%. The Company no longer operates an all-employee share plan. GKN’s policy is to satisfy awards under the SEP, ESOS and LTIP by the issue of shares, transfer of shares from treasury, or from the Employee Share Ownership Plan Trust (the Trust) established for that purpose. Shares in the Trust are used to satisfy awards under the DBP and joining awards for newly appointed Directors. A dividend waiver operates in respect of shares held in the Trust. During the year, shares held in treasury were used to satisfy awards under the SEP, ESOS and LTIP, and shares held in the Trust were used to satisfy awards under the DBP and joining awards for Adam Walker. The shares purchased during the year were in anticipation of satisfying awards in the future granted under a new incentive plan introduced for participants below Board level. Details of the Trust shares are set out below.
Balance at 31 December 2014 Shares acquired Shares transferred to participants Balance of shares at 31 December 2015
The annual evaluation of the Committee was carried out by a series of one-to-one interviews between the Company Secretary and each Director. The interviews focused on the quality and content of meetings and discussed areas of focus for 2016. Feedback from the evaluation, which was circulated to Committee members, showed that the Committee was considered to be effective in fulfilling its role throughout 2015. The Directors’ remuneration report, including the Chairman’s letter and annual report on remuneration, has been approved by the Board. Signed on behalf of the Board
Professor Richard Parry-Jones CBE Chairman of the Remuneration Committee 22 February 2016
Note: changes to Directors’ interests: Nigel Stein 2014 DBP: 32,569 shares were released on 24 February 2016
As at 1 March 2016, there were no other changes in the interests of Directors.
This report has been prepared under The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (Regulations), and in accordance with the requirements of the Listing Rules. The Board has applied the principles of good governance relating to directors’ remuneration contained within the 2014 UK Corporate Governance Code.
GKN plc Annual Report and Accounts 2015