Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
103IG GROUP HOLDINGS PLC Annual Report 2023
Copies of the Executive Directors’ service
contracts are available for inspection at the
Company’s Registered Office.
Sustained performance plan (SPP) awards
If a participant ceases to hold employment or
be a Director within the Group, or gives notice
of leaving, other than as a 'Good Leaver' they
forfeit any entitlement to receive further
awards. All unvested awards will lapse. 'Good
Leavers' are participants who cease to hold
employment or be a Director by reason of
their death, retirement, injury or disability,
transfer of their employment outside the
Group, or for any other reason at the
Committee’s discretion.
For the annual award component, 'Good
Leavers' would normally continue to be
eligible to receive an award for the year
in which they ceased employment. Such
award would normally be pro-rated based
on time in employment for the plan year
and would remain subject to performance.
Any unvested Awards would continue
to vest on the normal dates, unless the
Committee determines that they will vest
on an earlier date or dates. The Committee
retains the discretion to pro-rate unvested
awards if this is considered appropriate.
For the long-term award component,
unvested awards for 'Good Leavers' would
normally continue to vest on the original
vesting date, or, if the Committee so
determines, as soon as practicable after the
date of cessation. The extent to which awards
vest in these circumstances will be
determined by the Committee, taking into
account the extent to which any performance
conditions or performance underpins have
been satisfied, and, unless the Committee
determines otherwise, the proportion of the
performance period that has elapsed.
For both the annual award component and
long-term award component, any vested
conditions and performance underpins have
been satisfied, and, unless the Committee
determines otherwise, the proportion of the
performance period that has elapsed. For
both the annual award component and
long-term award component, any vested
awards which remain subject to the holding
period would normally be released to
participants in the event of a change
ofcontrol.
Where awards are granted in the form of
options, participants will normally have one
month following the change of control to
exercise their options.
Recruitment Remuneration Policy
When determining the remuneration package
for a newly appointed Executive Director, the
Committee would seek to apply the following
principles:
The package should be market competitive
to facilitate the recruitment of individuals
of sufficient calibre to lead the business. At
the same time, the Committee would
intend to pay no more than it believes is
necessary to secure the required talent
New Executive Directors will normally
receive a base salary, pension and benefits
in line with the policy described on page 97
and will also be eligible to join the incentive
plans up to the limits set out in the Policy
In addition, the Committee has discretion
to include any other remuneration
component or award which it feels is
appropriate taking into account the
specific circumstances of the recruitment,
subject to the limit on variable
remuneration set out below. The key terms
and rationale for any such component
would be disclosed as appropriate in the
Directors’ Remuneration Report for the
relevant year
awards which remain subject to the holding
period would be released to participants in
line with the original timescales of the award,
unless the Committee determines that they
will be released on an earlier date or dates.
For plan contributions which relate to periods
up to and including the financial year
2019/20, any unvested awards in the
participant’s plan account will vest one third
following the end of the plan year of cessation
of employment and thereafter the remaining
balance in equal parts on the first and second
anniversary of such first payment, unless the
Committee determines that they will vest on
one or more earlier dates.
Where Awards are granted in the form of
options, any vested awards already held at the
time of cessation of employment will remain
exercisable for a period of 12 months. Awards
that vest following cessation will be capable of
being exercised for a period of 12 months
following vesting. The exception is when
dismissal has been for misconduct, in which
case such awards lapse in full.
Change of control
The Executive Directors’ contracts service do
not provide for any enhanced payments in the
event of a change of control of the Company
nor for liquidated damages. For the annual
award component of the SPP, Executive
Directors may continue to receive an award
for the financial year in which the change of
control occurs. Any award would normally be
pro-rated based on the portion of the year
prior to the change of control, unless the
Committee determines otherwise. Any
unvested annual award component awards
will normally vest in the event of a change of
control. For the long-term award component,
unvested awards would normally vest in the
event of a change of control. The extent to
which awards vest in these circumstances will
be determined by the Committee, taking into
account the extent to which any performance
Where an individual forfeits outstanding
variable pay opportunities or contractual
rights at a previous employer as a result of
appointment, the Committee may offer
compensatory payments or awards, in
such form as the Committee considers
appropriate, taking into account all
relevant factors including the form of
awards, expected value and vesting
timeframe of forfeited opportunities.
When determining any such 'buyout', the
guiding principle would be that awards
would generally be on a 'like-for-like' basis
unless this is considered by the Committee
not to be practical or appropriate
The maximum level of variable
remuneration which may be awarded
(excluding any 'buyout' awards referred to
above) in respect of recruitment is 500% of
salary, which is in line with the current
maximum limit under the SPP
Where an Executive Director is required to
relocate to take up their role, the
Committee may provide assistance with
relocation (either via one-off or ongoing
payments or benefits)
In the event that an internal candidate is
promoted to the Board, legacy terms and
conditions would normally be honoured,
including any accrued pension
entitlements and any outstanding
incentiveawards
To facilitate any buyout awards outlined
above, in the event of recruitment the
Committee may grant awards to a new
Executive Director relying on the
exemption in the Listing Rules which allows
for the grant of awards to facilitate, in
unusual circumstances, the recruitment of
an Executive Director, without seeking
prior shareholder approval or under any
other appropriate Company incentive plan
FY23 Directors’ Remuneration Policycontinued