Directors’ Remuneration Disclosures

Disclosures Pursuant to s430(2b) of the Companies Act 2006

Rolf Soderstrom

1 January 2018

Following the announcement on 14 November 2017, Mr Rolf Soderstrom stepped down from the Board of BTG plc and as a member of the Group Leadership Team on 31 December 2017.  Mr Soderstrom will remain an employee of BTG plc to ensure a smooth transition to his successor Duncan Kennedy, which is expected to be concluded by 31 March 2018.

The following information is provided in accordance with section 430(2B) of the Companies Act 2006 and sets out the arrangements which are intended to apply in respect of Mr Soderstrom’s employment and remuneration (all of which are in accordance with the Company’s approved directors’ remuneration policy):

  1. In accordance with his contract, Mr Soderstrom was provided with 12 months’ notice of termination on 14 November 2017. He will continue to be employed on his existing terms until the transition to his successor has been completed, expected to be by 31 March 2018. During this period he will continue to receive his employment benefits in full (e.g. 20% pension contribution, medical insurance etc).
  2. Following his employment end date, Mr Soderstrom will receive a payment in lieu of notice, for the remaining part of his 12 month notice period not worked (anticipated to be from 1 April to 14 November 2018) based on those dates amounting to: £306,749. This comprises salary of £254,822, pension contributions of £50,964 and the value of death in service cover of £963. The continuing medical insurance has an estimated value of £741. In accordance with his contract of employment, this payment is not subject to mitigation but the medical insurance will cease if he secures alternative employment with a comparable level of medical insurance before 14 November 2018. Mr Soderstrom will also receive a payment in lieu of any accrued but untaken holiday.
  3. Mr Soderstrom will also be eligible for a 2017/18 annual bonus payment as normal, based on satisfaction of a combination of corporate and personal objectives with the maximum bonus opportunity if targets are met in full being  £611,571.
  4. In compliance with the terms of his employment contract, Mr Soderstrom will also be eligible for a 2018/19 annual bonus payment, pro-rated for the period between 1 April and 14 November 2018 with the maximum bonus opportunity if targets are met in full being £382,232 .
  5. It is anticipated that Mr Soderstrom will be treated as a “good leaver” under the Company’s Long Term Incentive Plans. Subject to the exercise of discretion by the Company's Remuneration Committee at the time of Mr Soderstrom's cessation of employment, it is currently anticipated that his outstanding awards will be treated in accordance with the rules of the applicable plans as follows:
    1. 29,357 Deferred bonus shares will vest on Mr Soderstrom’s leaving date (anticipated to be 31 March 2018). The shares have a current value of £223,847 based on a share price of £7.625. 
    2. Awards granted under the Performance Share Plan will vest on the normal vesting dates based on the extent to which the applicable performance criteria are met and where relevant any time prorating reduction that the Remuneration Committee may apply to take account of the shortened 3 year term.
      1. A total of 82,411 shares may vest under the 2015 awards.
      2. A total of 126,385 shares may vest under the 2016 awards.
      3. A total of 139,990 shares may vest under the 2017 awards.

The extent to which these shares will vest will be confirmed by the Remuneration Committee in 2018, 2019 and 2020 respectively.

  1. Mr Soderstrom will not receive a 2018/19 Long Term Incentive Award.
  2. On Mr Soderstrom leaving employment, he will cease to be eligible to participate in the Company's Sharesave Plan and his savings to date under the plan will be returned to him.
  3. A contribution of £8,000 plus VAT towards his legal fees will be made.