Directors’ Remuneration policy continued
Notes to the policy table Choice of performance measures Each year the Committee will select the most appropriate financial and non-financial performance measures for the Annual Bonus and LTIP. The measures selected will be aligned with Company strategy and key performance indicators. Legacy arrangements For the avoidance of doubt, the Committee may approve payments to satisfy commitments agreed prior to the approval of this Remuneration Policy, for example, any commitment made to a person before that person became a Director and remuneration awarded under a prior remuneration policy. Discretion The Committee operates the Annual Bonus and LTIP according to their respective rules. The Committee retains discretion as to the operation and administration of these incentive plans, within the limits of the plan rules, including but not limited to:
Malus and clawback Both the Annual Bonus and LTIP arrangements are subject to malus and clawback in line with the Group’s Malus & Clawback Policy. Under the malus provision, the Committee may apply its discretion to reduce (including to nil) any awards prior to the award vesting, if circumstances arise which justify a reduction. Under the clawback provision, the Committee has discretion to require an Executive Director to pay back vested awards. Clawback applies for three years from the later of the date the variable pay award (or relevant part of the award) is settled, or expiry of any related retention period, or such longer time as is specified in any applicable regulatory rules in force from time to time. The circumstances in which the Committee may consider it appropriate to apply clawback and/or malus include, but are not limited to those summarised below: • Behaviour by an Executive Director which fails to reflect the Group’s governance and business values;
• Participants; • Timings of grant and/or payment; • Award size and/or payment; • Settlement of the award; • Choice and adjustment of performance measures and targets; • Adjustment to outcomes if they are considered to be inappropriate, taking into account any relevant factors; • Measurement of performance in certain circumstances such as change of control or other corporate events; and • Determination of a good leaver. More generally, the Committee may make minor amendments to the arrangements for the Executive Directors as described in the Policy, for regulatory, exchange control, tax or administrative purposes, or to take account of a change in legislation.
• The extent to which any condition was satisfied was based on an error, or on inaccurate or misleading information or assumptions which resulted either directly or indirectly in an award being granted or vesting to a greater extent than would have been the case had that error not been made; • Material adverse change in the financial performance of the Company; • A material financial misstatement of Company’s audited financial accounts (other than as a result of a change in accounting practice); • Any action which results in or is reasonably likely to result in reputational damage to the Company; • A material failure in risk management; • Corporate failure; • Negligence or gross misconduct of an Executive Director; and/or • Fraud effected by or with the knowledge of an Executive Director. Fixed pay elements of remuneration are not subject to malus and clawback provisions.
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Brooks Macdonald Group plc Annual Report and Accounts 2025
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