Johnston Press PLC Directors' Remuneration Policy (1512F)
May 15 2017 - 7:10AM
UK Regulatory
TIDMJPR
RNS Number : 1512F
Johnston Press PLC
15 May 2017
FOR IMMEDIATE RELEASE
15 MAY 2017
JOHNSTON PRESS PLC
Directors' Remuneration Policy
The notice of annual general meeting ("AGM") of Johnston Press
plc (the "Company") to be held on Monday 22 May 2017 includes at
resolution 2 a proposal to adopt a new Directors' Remuneration
Policy (the "Policy") which amends the existing Directors'
Remuneration Policy.
Following consultations with shareholders, the Company announces
that conditional upon the approval of the Policy at the AGM on 22
May 2017, the Directors undertake to operate the new Policy within
the following additional parameters:
1. No restricted share awards (i.e. share awards granted without
any performance conditions) will be granted to the executive
directors of the Company under the Johnston Press Performance Share
Plan 2006 ("PSP") or any other long-term incentive plan operated by
the Company under which restricted share awards may be granted,
whilst the Policy remains in force, unless otherwise approved by
the Company's shareholders at a general meeting of the Company
after the 2017 AGM.
2. No performance share awards will be granted to the current
executive directors of the Company in 2017 under the PSP or under
any other long-term incentive plan operated by the Company. Future
performance share awards may be made to the executive directors of
the Company under the PSP (or any replacement long-term incentive
plan approved by shareholders at a general meeting of the Company
after the AGM) from 1 January 2018, provided that any such awards
are subject to performance conditions to be measured over a
three-year period as determined and set by the Remuneration
Committee and are otherwise in line with the proposed new
Policy.
3. The maximum annual bonus potential for the executive
directors will be reduced to the normal policy levels, being 120%
of salary in the case of the Chief Executive Officer (rather than
the 180% stated in the new Policy) and 100% of salary in the case
of the Chief Financial Officer (rather than 165%). These 120% and
100% maximum limits will also apply in any future years to which
the proposed Policy applies.
4. One-third of any annual bonus awarded to the Company's
executive directors under the new Policy shall be deferred (on a
net or gross basis) for three years (rather than two as currently
set out in the Policy) under the Company's Deferred Share Bonus
Plan, with deferral in the form of shares, other than in
exceptional circumstances as determined by the Committee.
These undertakings shall apply for so long as the new Policy
remains in force, unless otherwise agreed by the Company's
shareholders at a general meeting of the Company after the AGM.
The board would like to remind shareholders that the deadline
for receipt of proxy votes is 11.00am on Thursday 18 May. The board
hopes that shareholders will be able to support not only the
resolution proposing the Company's revised Directors' Remuneration
Policy but also the other resolutions being proposed at the annual
general meeting.
Camilla Rhodes, Chair of the Remuneration Committee, notes:
"We have engaged with leading shareholders over the last few
months and thank them for their helpful comments and feedback. The
Remuneration Committee has listened very carefully and reflected
shareholders' views in formulating these additional commitments
within which the Remuneration Committee will operate the proposed
new remuneration policy. The Board believes that the policy,
together with these additional undertakings as to how it will be
implemented, is fair, ensures there is an appropriate focus on
performance and is necessary for retaining the right talent in
order to achieve successful outcomes to the challenges facing the
business."
ENDS
For more information, contact:
Johnston Press plc
Camilla Rhodes, Interim Chairman
Peter McCall, Company Secretary 020 7612 2600
Panmure Gordon
Charles Leigh-Pemberton 020 7886 2500
Liberum
Neil Patel 020 3100 2000
Powerscourt 020 7250 1446
Juliet Callaghan / John Elliott jp@powerscourt-group.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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