Page 169 - Sigmaroc Annual-Report 2023

Key terms of the New Option Plan are as follows:
• Administration and eligibility: The Remuneration Committee administers the plan. Any Group employee, including executive directors, can participate at the Committee's discretion, with additional eligibility criteria for tax-qualified options.
• Operation and terms: The plan will operate only once, granting options conditional on Admission (being admission of the enlarged group to trading on AIM on 4 January 2024) as a one-off in connection with the proposals. It's not expected that future grants will be made under this plan unless deemed exceptional by the Remuneration Committee. No payment is required for the grant of these options, which are not transferable except upon death or with Remuneration Committee consent.
• Grant details: New options have been granted for a total of 56,373,757 Ordinary Shares, representing 5.1% of the Company’s issued share capital upon grant. The final amount granted under the New Option Plan is higher than what was published in the Admission Document, however executive director allocations have not changed, as the Admission Document figure had not taken into account the change in the placing price and resultant increase in Ordinary Shares. The exercise price is set at 60 pence per option, vesting equally on the third, fourth and fifth anniversaries of Admission and remaining exercisable until the tenth anniversary.
• Plan limits: The plan operates within the Company's existing 10% dilution limits over a ten-year period, including new issue, treasury or market-purchased Ordinary Shares.
• Timing of grants: New options are to be granted immediately following Admission, with no further grants planned unless under exceptional circumstances.
• Corporate events and leaving employment: Provisions detail how options are affected by corporate changes or employment termination, allowing for early vesting or adjustments in certain scenarios.
• Malus and clawback: The Remuneration Committee may apply these provisions for material misstatements of financial results, errors, misconduct, corporate failure, or reputational damage, affecting unexercised options or requiring repayment of shares received.
• Participants’ rights and shares: New options don't confer shareholder rights until exercised, and shares allotted will rank equally with existing shares except for prior record date rights.
• Amendments and termination: The plan can be amended by the Remuneration Committee with participant and shareholder consent under certain conditions, ensuring no adverse changes to participant terms without majority consent and maintaining compliance with the employees' share scheme definition under the Companies Act 2006.
PENSION
Pensions are provided to aid recruitment and retention by allowing the executive directors to make provision for long- term retirement benefits. These are comparable with similar roles in similar companies. Executive directors are currently entitled to receive 10 per cent of their base salary. There are no performance criteria associated with receiving this benefit.
OTHER BENEFITS
The Group also provides competitive and cost-effective benefits that may include private medical insurance, car allowance, employee benefits insurance and the reimbursement of certain travel costs. There are no performance criteria associated with receiving these benefits.
All our UK employees, over 500, have been offered both private medical insurance and group life assurance. Our benefits provider commented that the uptake of this offering from our employees was unprecedented, with many adding family members.
SigmaRoc has also engaged Link Group to set up a share incentive plan for all UK employees, an offering we already have in the Channel Islands. Under the terms of the SIP, each eligible employee can contribute from salary to purchase Ordinary Shares. We are continuing to investigate share plans for our European operations.
NON-EXECUTIVE DIRECTORS
Non-executive directors each receive a market rate basic fee, subject to time commitment requirements, for holding the office of non-executive director which is set by the Board as a whole.
Non-executive directors do not participate in any incentive scheme, share scheme or pension arrangement (except for minimum statutory requirements), but may be eligible to receive benefits such as the use of secretarial support, travel costs or other benefits that may be appropriate.
SERVICE AGREEMENTS / LETTERS OF APPOINTMENT OF DIRECTORS AND LOSS OF OFFICE
Each of the directors has a service agreement or letter of appointment with the Company as follows:
David Barrett
Max Vermorken
Garth Palmer
Tim Hall
Simon Chisholm
Jacques Emsens
Axelle Henry
When it comes to payments and loss of office, the Board will always look to act in the Shareholders’ interest.
NOTICE PERIODS AND PAYMENTS IN LIEU OF NOTICE
The maximum notice period for executive directors is 12 months, however the Committee retains the right to terminate an executive director’s service agreement by making a payment in lieu of notice. The payment will include salary, cost of benefits and loss of pension provision for the notice period (or the unexpired portion of it).
169
Director
Date joined
Notice Director
Notice Company
22 August 2016
12 months
12 months
22 August 2016
12 months
12 months
5 January 2017
6 months
6 months
18 April 2019
6 months
6 months
20 April 2020
6 months
6 months
20 April 2020
6 months
6 months
26 April 2022
6 months
6 months