
Remuneration Policy for new Executive Directors
The Committee intends to set any new Executive
Director’s remuneration package in line with the Policy
outlined earlier in this section. In recognition of the
changes in the corporate governance environment,
the Committee will align the Company’s pension
contributions for any newly appointed Executive
Director with those of the average employee. For the
financial year ended 31 December 2020, the average
Company employee pension contribution was 7.5%,
and whilst this Policy is place, 7.5% is the maximum
pension contribution to be given to an Executive
Director, with effect 1 January 2022.
When determining the design of the total package in
a recruitment scenario, the Committee will consider
the size and scope of the role, the candidate’s skills
and experience and the market rate for such a
candidate, in addition to the importance of securing
the preferred candidate. In some circumstances, the
Board may be required to take into account common
remuneration practices in another country and, if
applicable, may consider awarding payments in
respect of relocation costs. In line with the Policy, in
relation to annual bonus and LTIP awards, maximum
variable remuneration will not exceed 225% for the
Chief Executive Officer and 210% for the Chief
Financial Officer as of a % of salary.
In the event that Sabre wishes to hire a candidate
with unvested long-term incentives accrued at a
previous employer, which would be forfeited on the
candidate leaving that company, the Committee
retains the discretion to grant awards with vesting
on a comparable basis to the likely vesting of the
previous employer’s award. The LTIP Rules have
been drafted to permit the grant of recruitment
awards on this basis to an individual (which will not
be counted towards the annual 75% LTIP limit and
which will be subject to such vesting schedules and
performance conditions (if any) as the Committee
may determine). If it is not possible or practical to
grant recruitment awards under the LTIP, the
Committee may rely on the provisions of Listing
Rule 9.4.2 to grant the awards. For internal
candidates, LTIP awards granted in respect of the
prior role would be allowed to vest according to their
original terms, or adjusted if appropriate to take into
account the appointment.
For the appointment of a new Chair or Non-executive
Director, the fee would be set in accordance with the
Policy. The length of service and notice periods
would be set at the discretion of the Committee,
taking into account market practice, corporate
governance considerations and the skills and
experience of the particular candidate at that time.
Service agreements and exit payment policy
In line with the UK Corporate Governance Code
Provision 18, all Directors are subject to re-election
annually at the Company’s Annual General Meeting.
Director Date of appointment Notice period
Geoff Carter 21/11/2017 12 months
Adam Westwood 21/11/2017 12 months
Andy Pomfret 28/02/2018 3 months
Ian Clark 04/10/2017* 3 months
Karen Geary 07/12/2020 3 months
Michael Koller 01/09/2020 3 months
Rebecca Shelley 04/10/2017 3 months
* Ian Clark was appointed to the Sabre Insurance Group plc
Board as a Non-executive Director upon its IPO, however had
been a Non-executive Director of Sabre Insurance Company
Limited since May 2014.
Shareholders may inspect the Executive Directors’
contracts or the Non-executive Directors’ letters of
appointment at the Company’s registered office,
and these contracts and letters of appointment are
also available for shareholders to review at the
Company’s Annual General Meeting.
Both Geoff Carter and Adam Westwood have
written service contracts with the Company with no
fixed end date, but which are terminable by either
the Company or the Executive Director on not less
than twelve months’ notice.
In the event notice is given to terminate an
Executive Director’s contract, the Company may
make a payment in lieu of notice equal to the value
of the Executive Director’s salary for the notice
period. Any such payments may be made, at the
Committee’s discretion, as a lump sum or in
instalments, subject to mitigation by the Executive
Director. It is the Committee’s intention that the
service contracts for any new Executive Directors
will contain equivalent provisions. In the event that
Directors’ Remuneration
Policy continued
The extent to which unvested LTIP awards vest in
these circumstances will be determined by the
Committee, taking into account the extent to which
the relevant performance conditions or underpins
have, in its opinion, been satisfied (over the original
performance period, where the vesting of the award
is not being accelerated) and, unless the Committee
determines otherwise, the proportion of the
performance period that has elapsed at the time the
Executive Director leaves.
If an Executive Director leaves the Group holding
vested LTIP awards which are subject to a holding
period, these awards will normally be released at
the end of the original holding period, unless the
Committee allows the holding period to be
shortened. However, if the Executive Director is
dismissed for gross misconduct, all his or her LTIP
awards will lapse.
If an Executive Director dies, their DBP and LTIP
awards will normally vest (and be released from any
holding periods) as soon as reasonably practicable
after their death. The extent to which unvested LTIP
awards vest in these circumstances will be
determined by the Committee in the same way as
for other Good Leaver Reasons described above.
The Committee reserves the right to make any other
payments in connection with a Director’s cessation
of office or employment where the payments are
made in good faith in discharge of an existing legal
obligation (or by way of damages for breach of such
an obligation) or by way of settlement of any claim
arising in connection with the cessation of a
Director’s office or employment. Any such payments
may include but are not limited to paying any fees for
outplacement assistance and/or the Director’s legal
and/or professional advice fees in connection with
his cessation of office or employment.
an Executive Director leaves the Group, entitlement
they have to any variable pay will be determined in
accordance with the relevant incentive plan rules.
The Chair and each of the independent Non-executive
Directors have a notice period of three months and
may receive fees in respect of any notice period.
Short Term Incentive Plan (‘STIP’) – Annual
Bonus and Deferred Bonus Plan (‘DBP’)
Executive Directors will not have any automatic
entitlement to a bonus for the financial year in which
they leave the Group. Where an Executive Director
leaves the Group, as a result of their ill-health, injury,
disability or redundancy, or their employing
company or business is sold out of the Group, or in
such other circumstances as the Committee
determines (but excluding gross misconduct),
(known as ‘Good Leaver Reasons’), the Executive
Director will typically remain eligible for their annual
bonus award, which will normally be time pro-rated
to reflect the proportion of the financial year served.
Any such bonus may be paid out in such proportions
of cash and share awards as the Committee
considers appropriate. For other leavers, rights to
awards under the annual bonus will be forfeited.
Unvested DBP awards will normally lapse when an
Executive Director leaves the Group. However, if an
Executive Director’s departure is a Good Leaver
Reason, as set out above, their award will normally
vest on the original vesting date, although the
Committee has the discretion to allow awards to
vest earlier if the Committee considers it appropriate.
Long Term Incentive Plan (‘LTIP’) – Restricted
Share Awards
Unvested LTIP awards, including Restricted Share
Awards following the amendment of the plan rules
at the Annual General Meeting, will also normally
lapse when an Executive Director leaves the Group.
However, if the Executive Director’s departure is as
a result of a Good Leaver Reason, their LTIP awards
will normally vest (and be released from any
applicable holding period) on the original timetable
set, although the Committee has the discretion to
accelerate the vesting and release of awards.
S
abre Insurance Group plc Annual Report and Accounts 2021
69
Strategic Report Governance Financials