ConvaTec Group PLC
SCHEDULE OF MATTERS RESERVED FOR THE BOARD
The following are the matters which are reserved for the board of the Company. In this schedule ‘Group’ means the Company and its subsidiary undertakings.
ConvaTec Group PLC
DIVISION OF RESPONSIBILITIES BETWEEN CHAIRMAN AND CHIEF EXECUTIVE OFFICER
ROLE OF SENIOR INDEPENDENT DIRECTOR
(agreed by the board on 12 October 2016)
1 November 2017
Section 430(2B) Companies Act 2006 Statement
The following information is provided in accordance with section 430(2B) of the Companies Act 2006.
On 3 August 2017, the Company announced that Nigel Clerkin was stepping down as Chief Financial Officer of ConvaTec Group Plc and formally resigned as a Director of the Company with effect from 31 October 2017. His employment ended on 31 October 2017 (“Departure Date”). Remuneration arrangements with respect to his departure have been determined by the Remuneration Committee in line with the Company’s Remuneration Policy for Directors approved by shareholders at the AGM in May 2017. Further details will be included in the ConvaTec 2017 Annual Report and Accounts, to be published in the Spring of 2018.
Salary, pension and benefits
Mr Clerkin’s notice period of 12 months commenced on 3 August 2017 and the Company shall pay him in lieu of notice from the Departure Date to the end of the notice period. This payment in lieu of salary, pension and benefits for the remainder of his notice period shall be paid in nine monthly instalments from the Departure Date. Should Mr Clerkin secure an alternative, remunerated position with a salary or fee in excess of £100,000 then the monthly payments still outstanding shall be reduced by the amount of 50% of the amount of the earnings over £100,000 received in respect of the alternative role.
The shares held by Mr Clerkin received in connection with the IPO of the Company in 2016 remain subject to the terms of “lock-up” arrangements.
Long-term incentive awards which were outstanding at the Departure Date shall be treated as follows:
Mr Clerkin shall be eligible for an annual bonus for 2017 with his opportunity pro-rated to the Departure Date. This bonus shall be determined based on performance achieved, assessed when the 2017 full year results are known. Any amount of bonus shall be paid in cash only.