Remuneration Information • Dec 18, 2024
Remuneration Information
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(as applying to Awards made after 8 February 2018)
Approved by a resolution of the Remuneration Committee on 15 November 2017 and by shareholders in the Annual General Meeting held on 8 February 2018
Amended by resolution of the Remuneration Committee on 19 November 2020
Amended by resolution of the Remuneration Committee on [] and by shareholders in the Annual General Meeting held on [] 2025
| 1. Interpretation 1 |
|---|
| 2. Grant of Awards 3 |
| 3. Limits 5 |
| 4. Performance Condition 6 |
| 5. Performance Periods 7 |
| 6. Vesting of Awards 9 |
| 1. Interpretation 3 |
| 2. Grant of Awards 5 |
| 2.1 Awards Granted by Grantor 5 |
| 2.2 Procedure for Grant of Awards and Date of Grant 5 |
| 2.3 Contents of Award Certificate 5 |
| 2.4 Duration of Plan 5 |
| 2.5 Right to Renounce Awards 5 |
| 2.6 Awards Non-transferable 5 |
| 2.7 Awards subject to Dealing Codes 6 |
| 2.8 Dividend Equivalent 6 |
| 3. Limits 6 |
| 4. Performance Condition 7 |
| 4.1 Imposition of Performance Condition and other terms 7 |
| 4.2 Nature of Performance Condition 7 |
| 4.3 Performance Condition can no longer be satisfied 7 |
| 4.4 Substitution, Variation or Waiver of Performance Condition 8 |
| 4.5 Notification to Participants 8 |
| 5. Performance Periods 8 |
| 5.1 Duration of Performance Periods 8 |
| 5.2 Rights of leavers 8 |
| 5.3 Meaning of Ceasing to be Employed within Group 9 |
| 6. Vesting of Awards 9 |
| 7. 7. | Takeover, Reconstruction, Amalgamation or Winding Up | |
|---|---|---|
| ofreconstruction, amalgamation or winding up of Company 11 | ||
| 8. | Lapse of Awards 13 | |
| 9. | General matters relating to delivery of Shares 13 | |
| 10. | Recoupment: malus and clawback 14 | |
| Company 11. | ||
| Relationship of Plan to contract of | ||
| employment 15 | ||
| 12. | Data privacy 15 | |
| 13. | Administration of Plan 16 | |
| 14. | Amendment of Plan 16 | |
| 15. | Notices 17 | |
| 16. | Governing law and jurisdiction 17 | |
| 7.1 General Offer for Company 11 | ||
| 7.2 Reconstruction or Amalgamation of Company 11 | ||
| 7.3 Winding up of Company 11 | ||
| 7.4 Meaning of "Obtains Control of the Company" 11 | ||
| 7.5 Vesting of Awards on takeover, etc 11 | ||
| 7.6 Notification to Participant 11 | ||
| 7.7 Variation of Capital 12 | ||
| 8. Lapse of Awards 12 | ||
| 9. General Matters Relating to Delivery of Shares 12 | ||
| 10. Recoupment: Malus and Clawback 13 | ||
| 11. Relationship of Plan to Contract of Employment 14 | ||
| 12. Administration of Plan 14 | |
|---|---|
| 12.1 Committee responsible for administration 14 | |
| 12.2 Committee's decision final and binding 14 | |
| 12.3 Discretionary nature of Plan 14 | |
| 12.4 Provision of information 15 | |
| 12.5 Cost of Plan 15 | |
| 12.6 Trustee 15 | |
| 13. Amendment of Plan 15 | |
| 13.1 Power to amend Plan 15 | |
|---|---|
| 13.2 Rights of Participants 15 | |
| 13.3 Notification to Participants 15 | |
| 14. Notices 15 | |
| 14.1 Notice by Company 15 | |
| 14.2 Death of a Participant 15 | |
| 14.3 Notice to Company 15 | |
| 15. Governing Law and Jurisdiction 16 | |
| 15.1 Governing law 16 | |
| 15.2 Jurisdiction 16 | |
| 15.3 Jurisdiction agreement for benefit of Company only 16 | |
1.1 In this Plan, unless the context otherwise requires, the following words and expressions have the following meanings:
Acting Inin Concert the meaning given to that expression in The City Code on Takeovers and Mergers in its present form or as amended from time to time;
Adoption Date means the date on which the Plan is adopted by the Company in general meeting;
Award A means conditional right to receive Shares pursuant to the Plan granted either as a Performance Share Award or a Deferred Bonus Award;
Award Certificate means the documents sent to or made available to the Participant in respect of the grant of an Award under Rule 2.22.2;
Deferred Bonus Award an award linked to the amount of a Participant's bonus as described in Rule 3;
Cash Amount means in relation to an Award which has Vested an amount which is equal to the Market Value of the number of Shares comprised in such Award which have vestedVested on the Vesting Date;
Committee means the remuneration committee or some other duly authorised committee of the board of directors of the Company consisting exclusively of non executive directors;
Company means Compass Group PLC incorporated in England and Wales under company number 4083914;
Company Secretary means the company secretary of the Company;
Comparator Group means the companies listed in the performance schedule appended to the Award Certificate;
Control means the meaning given to that word by section 1124 of the Corporation Tax Act 2010;
Daily Official List means the daily official list of the London Stock Exchange;
Date of Grant means the date on which an Award is granted to a Participant determined in accordance with Rule 2.22.2;
Deferred Bonus Award means any part of a pre-tax cash amount payable to an Eligible Employee under a bonus arrangement determined by the Committee to comprise an Award under the Rules of this Plan;
Directors' Remuneration Policy has the meaning given by section 226A of the Companies Act 2006;
Legal-62900702/5 021312-0006 Effective Date The means the date on which the Committee determines the Performance Period shall commence, which unless otherwise specified shall be the first day of the financial year in which the Date of Grant falls;
Eligible Employee means an employee or executive director Executive Director of the Company or of any member of the Group on the Date of Grant together with a former employee or executive directorExecutive Director of the Company or any member of the Group where there is a requirement for part of their remuneration related to their employment to be deferred or awarded in the form of Shares;
Employees' Share Scheme has the meaning given by section 1166 of the Companies Act 2006;
Executive Director means any executive director (i.e. an employed member of the board of directors) of the Company;
Financial Year A means a financial year (as defined in section 390 of the Companies Act 2006) of the Company;
Grantor The means the person who grants an Award;
Group Themeans the Company and its Subsidiaries from time to time and the expression "member of the Group" shall be construed accordingly;
Market Value The means the middle market quotation for a Share as derived from the Daily Official List of The London Stock Exchange or the market value (within the meaning of part VII of the Taxation of Chargeable Gains Act 1992) of a Share, as appropriate;
Official List means the Official List of the FCA;
Participant means an Eligible Employee who has received an Award which has not Vested, lapsed or been surrendered or forfeited;
Performance Condition means the performance condition imposed as a condition of the Vesting of a Performance Share Award under Rule 4.14;
Performance Percentage means with respect to a Performance Share Award, the percentage derived from the performance schedules appended to the Performance Share Award Certificate in respect of the Performance Condition(s) subject to which an Award was granted (which may be set by the Committee at different levels for different Performance Share Awards and at different levels and comprising different conditions for different groups of Eligible Employees));
Performance Period means the period defined in Rule 55;
Performance Share Award means an Award which is subject to a Performance Condition;
Performance Share Award Certificate means the documents sent to or made available to the Participant in respect of the grant of a Performance Share Award;
Plan means the Compass Group PLC Long Term Incentive Plan 2018 in its present form or as amended from time to time;
Share means a fully paid ordinary share in the capital of the Company;
Subsidiary has the meaning given to that word in section 1159 of the Companies Act 2006;
Tax Liability has the meaning given to that expression in Rule 9.29.2;
TSR ranking means the Company's ranking within the Comparator Group by reference to total shareholder return over the Performance Period calculated in accordance with schedule(s) to the Award Certificate;
Treasury or Treasury Shares Share means Shares held by the Company in accordance with sections 724-732724 to 732 of the Companies Act 2006;
Trustee The means the trustee or trustees from time to time of the Compass Group Long Term Incentive Plan Trust;
Vest means the right to the Shares subject to an Award becoming unconditional and "Vested" and "Vesting" shall be construed accordingly; and
Vesting Date The means the date on which the Shares subject to an Award will Vest in accordance with Rule 66.
The Grantor may, grant Awards to such Eligible Employees under the Plan on terms recommended by the Committee and in such manner as it shall determine in its absolute discretion, save that Awards may only be granted to Executive Directors within 42 days following the date of the approval of the Plan by the Company in general meeting and thereafter within the periods of 42 days following the date of approval of an amendment of the Plan by the Company in general meeting, the announcement to the market of the final results and of the interim results of the Company for any Financial Year or other period and at such other times that the Committee considers to be exceptional, grant Awards to such Eligible Employees under the Plan on terms recommended by the Committee and in such manner as it shall determine in its absolute discretion.. .
The Date of Grant of the Award shall be taken in these Rules to be the date that the Committee resolves that it should be granted. As soon as reasonably practicable following the Date of Grant, the Grantor shall execute a deed granting the Award, and send that deed, or a certificate in respect of the Award, to the Participant.
2.3.1 An Award Certificate shall state:
An Award may not be granted:
A Participant may, by notice in writing to the Company, within thirty days after the Date of Grant renounce (in whole but not in part) his or her rights under the Award. In such a case, the Award shall to that extent be treated, for the purpose of the Plan, as never having been granted. No consideration shall be due from the Grantor for any such renunciation.
An Award shall be personal to a Participant and shall not be capable of being transferred, charged or otherwise alienated and shall lapse immediately if the Participant purports to transfer, charge or otherwise alienate the Award.
Legal-62900702/5 021312-0006 Notwithstanding any other provision of the Plan, the grant of any Award under the Plan, Vesting of any Award under the Plan and the delivery of any Shares to participantsParticipants (including any sale of such Shares to meet a Tax Liability) shall be subject to the provisions of the Company's Code of Dealing, the Market Abuse Regulation published by the European Parliament and the Council of the European Union ("EU") and any successor legislation thereto ("MAR")), any other dealing restrictions imposed by law or the Company and to obtaining any approval or consent required under the provisions of MAR, the City Code on Takeovers and Mergers or any other regulation or enactment.
An Award may include the right to receive an amount equal to the ordinary dividend payable on the number of Vested Shares between the Date of Grant and the Vesting Date (the "Intervening Period"). Such amount shall be calculated in such manner as the Committee may determine and may be paid in cash or Shares (as determined from time to time by the Grantor with the consent of the Committee and may additionally include an amount equal to the dividend which would have been payable had the equivalent been paid in Shares on each date on which such dividend had been paid during the Intervening Period). Any such dividend equivalent will be paid to any relevant Participants as soon as practicable after Vesting of an Award but subject to the usual statutory deductions for applicable social security contributions and tax.
The total Market Value of the Shares under any Awards granted to an Executive Director in respect of any Financial Year cannot, at the Date of Grant, exceed the level specified in the Company's Directors' Remuneration Policy in force at that date. Awards made to any other Eligible Employee are not subject to any limit on Market Value.
Committee. The provisions of Rules 3.1.1.1, 3.1.1.2, 3.1.1.3 and 3.1.1.4 shall apply mutatis mutandis to a Deferred Bonus Award.
On the grant of an Award, the Grantor may impose such Performance Condition(s) (in the case of Performance Share Awards) and/ or (in the case of Performance Share Awards and Deferred Bonus Awards) other terms as the Committee determines to be appropriate. For the avoidance of doubt the Grantor may impose different Performance Condition(s) and other terms for Awards for different groups of Eligible Employees and such terms may include that vestingVesting of an Award is conditional upon compliance with post-employment restrictive covenants.
The Performance Condition shall be:
If the Committee determines that the Performance Condition has been satisfied neither in whole nor in part in relation to a Performance Share Award and can no longer be satisfied either in whole or in part, the Performance Share Award shall, to the extent that the Performance Condition cannot be so satisfied, lapse immediately.
The Committee shall, as soon as reasonably practicable, notify a Participant of any determination made under Rule 4.14.1 or 4.34.3 or any substitution, variation or waiver of the Performance Condition and explain how it affects his or her position under the Plan.
Subject to Rule 77, the Performance Period in respect of a Performance Share Award shall commence on the Effective Date and end on the earliest of:
e. transferred to a person who is not a member of the Group; and
(e) f. any other reason at the discretion of the Committee,
an Award which has not already Vested shall lapse unless the Committee determines otherwise in its absolute discretion, in which case it shall Vest on the earlier of the dates set out in sub-Rules 5.1.1 and 5.1.2sub-rules 5.1.1 and 5.1.2 above to the extent that the Performance Condition (or other term imposed pursuant to Rule 4.14.1 or by the Committee as a condition of it exercising its discretion pursuant to this Rule 5.2.15.2.1) in respect of the Award (if any) has been met at such date, as determined by the Committee.
5.2.2 If a Participant ceases to be employed by the Company or by any member of the Group by reason of retirement at the age at which he or she is bound to retire under the terms of his or her contract of employment or early retirement by agreement with the company by which he or she is employed, an Award will not Vest or lapse on the date of retirement, but shall instead Vest on the earlier of the dates set out in sub-Rules 5.1.1 and 5.1.2sub-rules 5.1.1 and 5.1.2 above to the extent that the Performance Condition in respect of an Award has been met at such date, as determined by the Committee.
For the purpose of Rules 5.15.1 and 5.25.2, a Participant shall not be treated as ceasing to be employed within the Group until he or she no longer holds any office or employment in the Company or any Subsidiary.
Subject to Rules 2.72.7, 5.25.2, 6.5 6.4 and 77, a Performance Share Award shall vestVest at the end of the Performance Period once the Committee:
6.1.1
The Grantor may in its absolute discretion and with the approval of the Committee (which may be withheld in its absolute discretion) pay or procure the payout of the equivalent Cash Amount following Vesting of an Award, subject to all necessary statutory deductions, instead of delivering Shares.
Notwithstanding Rules 5.1 to 5.25.1 to 5.2 inclusive but subject to Rule 7.57.5, if a person obtains Control of the Company as a result of making a general offer to acquire the whole of the issued ordinary share capital of the Company (other than any shares already held by such person or a person Acting Inin Concert with them) which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company, the Performance Period in respect of any outstanding Performance Share Awards shall come to an end on the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.
Notwithstanding Rules 5.1 to 5.25.1 to 5.2 inclusive but subject to Rule 7.57.5, if a person proposes to obtain Control of the Company in pursuance of a compromise or arrangement sanctioned by the court under sections 895 to 901 of the Companies Act 2006, the Performance Period in respect of any outstanding Performance Share Awards shall come to an end on the date of the meeting of the members of the Company ordered by the court or, if the Committee so determines, the date that the Court sanctions the compromise or arrangement.
Notwithstanding Rules 5.1 to 5.25.1 to 5.2 inclusive but subject to Rule 7.57.5, if notice is given of a resolution for the voluntary or the compulsory winding-up of the Company, the Performance Period in respect of any outstanding Awards shall come to an end on the date the notice is given.
For the purpose of this Rule 77, a person shall be deemed to have obtained Control of the Company if such person and others Acting Inin Concert with them have together obtained Control of it.
The Committee shall, in the circumstances set out in Rules 7.17.1, 7.27.2 and 7.37.3 above (each a "Relevant Event"), assess the extent to which the Performance Condition applying to any extant Award at that date has been met (or are deemed to have been met) and Awards will vest to the extent of the Performance Percentage of the Shares subject to the Award (if any). For Performance Share Awards, the number of Shares Vesting shall be reduced to reflect the proportion of time that has elapsed from the Date of Grant to the date of the Relevant Event compared to the original three year Performance Period. Deferred Bonus Awards will vest in full on the date of the Relevant Event. Within forty-five days of the date of the Relevant Event this number of Shares (rounded down to the nearest whole number (if applicable)) shall be delivered to the Participant (or a nominee of the Participant or to a Participant's personal representatives in the event of his or her death), subject to Rule 99.
7.6.1 The Committee shall, as soon as reasonably practicable explain to Participants how the occurrence of any of the events referred to in Rule 7 7 affect his or her position under the Plan.
then an Award shall not Vest as a result of that Reorganisation but shall be released and shall be replaced by a new Award of (in the Committee's opinion) equivalent value over shares in the other company. Following such replacement of the Award, the Plan shall continue to apply to the new Awards mutatis mutandis to take account of this replacement in such fashion as the Committee shall reasonably determine.
In the event of any variation of the share capital of the Company (whenever effected), a demerger, payment of a special dividend or other event which, in the opinion of the Committee would affect the market price of shares subject to outstanding Awards to a material extent, the Committee may make such adjustments as it considers appropriate to the number of Shares subject to an Award.
An Award shall lapse on the earliest of:
9.2.1
and in this regard the Participant shall do all such things and execute such documents as the relevant member of the Group or the Grantor may reasonably require in connection with the satisfaction by the Participant of the Tax Liability, and for the purposes of this Rule 9.29.2 only, a member of the Group shall include any former member of the Group; and.
9.3 ifIf the Grantor so requires, the Participant will enter into a joint election under Section 431 of the Income Tax (Earnings and Pensions) Act 2003 ("ITEPA") with the relevant Group member by the fourteenth day following the transfer of Shares to the Participant pursuant to the Award.
any other remedy any member of the Group Company may have in relation to the circumstances in which Rule 10.110.1 is operated.
12.1 By participating in the Plan, the Participant's attention is drawn to the data privacy notice provided to them, which sets out how the Participant's personal data will be used and shared by the Company and other members of the Group. The data privacy notice does not form part of these Rules and may be updated from time to time. Any such updates shall be notified to the Participant.
The Committee shall be responsible for, and shall have the conduct of, the administration of the Plan. The Committee may from time to time make, amend or rescind regulations for the administration of the Plan provided that such regulations shall not be inconsistent with the Rules of the Plan.
The decision of the Committee shall be final and binding in all matters relating to the administration of the Plan, including but not limited to the resolution of any dispute concerning, ambiguity in, or any inconsistency of, the Rules of the Plan or any document used in connection with the Plan.
All Awards shall be granted entirely at the discretion of the Grantor and the Committee and selection to participate in one year does not confer any right to participate in future years.
Each Participant shall provide to the Company as soon as reasonably practicable such information as the Company reasonably request for the purpose of complying with its reporting obligations to any revenue or other authority.
The cost of introducing and administering the Plan shall be met by the Company and by other members of the Group who employ Participants.
The Company and any Subsidiary may provide money to the Trustee or any other person to enable them or him to acquire shares to be held for the purposes of the Plan or enter into any guarantee or indemnity for these purposes, to the extent permitted by sections 677 to 683 of the Companies Act 2006.
The Committee may from time to time terminate or suspend the Plan, amend the Rules of the Plan or any of the terms on which an Award has been made save that approval of the Company's shareholders in general meeting will be required for any amendments related to the class of individuals eligible to participate in the Plan, the number of Shares that may be issued under the Plan, the individual limit on participation, the terms of Vesting of the Awards, the rights attaching to the Shares acquired under the Plan or the adjustment of Awards which would benefit Participants (save for minor amendments to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or the Company).
An amendment to an Award, the Plan or its termination or suspension may not, unless otherwise agreed, adversely affect the rights of Participants to Awards which have been granted.
The Committee shall, as soon as reasonably practicable, notify the Participants of any suspension or termination of the Plan or of any amendment to the Rules of the Plan under this Rule 1314 and explain how it affects his or her position under the Plan.
Any notice, document or other communication given by, or on behalf of, the Company to any person in connection with the Plan shall be deemed to have been duly given if delivered by hand or sent by email or fax to him or her at his or her place of work or uploaded to an online portal to which the Participant has access, if he or she is employed within the Group, or sent through the post in a pre-paid envelope to the address last known to the Company to be his or her address and, if so sent, shall be deemed to have been duly given 72 hours after posting or sending.
Any notice, document or other communication so sent to a Participant shall be deemed to have been duly given notwithstanding that the Participant is then deceased (and whether or not the Company has notice of his or her death) except where his or her personal representatives have established their title to the satisfaction of the Company and supplied to the Company an address to which notices, documents and other communications are to be sent.
Any notice, document or other communication given to the Company in connection with the Plan shall be delivered by hand or sent by email, fax or post to the Company Secretary at the Company's registered office or such other address as may from time to time be notified to Participants but shall not in any event be duly given unless it is actually received at such address.
The formation, existence, construction, performance, validity and all aspects whatsoever of the Plan, any term of the Plan and any Awards granted under them shall be governed by English law.
The English courts shall have jurisdiction to settle any dispute which may arise out of, or in connection with, the Plan.
The jurisdiction agreement contained in this Rule 1516 is made for the benefit of the Company only, which accordingly retains the right to bring proceedings in any other court of competent jurisdiction.
By accepting the grant of an Award and not renouncing it, Participants are deemed to have agreed to submit to such jurisdiction.
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| Original filename: Compass - LTIP 2018 Plan Rules - RemCo approved | ||||
| version Nov 2020.docx | ||||
| Modified filename: Compass - LTIP 2018 Plan Rules - Final Draft for | ||||
| Shareholder Approval(296615974.5).docx | ||||
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