THE UNITE GROUP PLC Annual Report and Accounts 2024 126 Internal promotion to the Board If a new Executive Director is promoted internally, the Committee and Board will apply the same policy as for external appointees. Where an individual has contractual commitments made prior to their promotion, the Company will continue to honour these. Pension contributions would be aligned to that offered to a majority of employees at the time of promotion. The Remuneration Policy for other employees is set out on page 124. Incentive opportunities for below Board employees are typically no higher than Executive Directors, but measures may vary. Non-Executive Directors In recruiting a new Non-Executive Director, the Remuneration Committee will utilise the Policy as set out in the table on page 123. A base fee in line with the prevailing fee schedule would be payable for Board membership, with additional fees for additional responsibilities such as acting as Senior Independent Director or as Chair of the Board’s Committees. LEAVERS AND CHANGE OF CONTROL Executive Director service contracts, including arrangements for early termination, are carefully considered by the Committee. In accordance with general market practice, each of the Executive Directors has a rolling service contract requiring 12 months’ notice of termination on either side. Such contracts contain no specific provision for compensation for loss of office, other than an obligation to pay for any notice period waived by the Company, where pay is defined as salary, benefits and any other statutory payments only. Where a payment is made in equal monthly instalments, the Committee will expect the Director to mitigate their losses by undertaking to seek and take up, as soon as reasonably practicable, any suitable/similar opportunity to earn alternative income over the period in which the instalments are to be made. The instalment payments will be reduced (including to zero) by the amount of income that the employee earns and/ or is entitled to earn. Executive Director service contracts are available to view at the Company’s registered office. The Committee will exercise discretion in making payments in the context of outplacement, settling legal claims or potential legal claims by a departing Executive Director, including any other amounts reasonably due to the Executive Director, for example legal fees relating to a settlement agreement. When considering exit payments, the Committee reviews all potential incentive outcomes to ensure they are fair to both shareholders and participants. The sections below summarise how the awards under the annual bonus and LTIP are typically treated in specific circumstances, with the final treatment remaining subject to the Committee’s discretion. Annual bonus Cash element In the event of retirement, ill health, death, disability, redundancy or any other circumstance at the discretion of the Committee, or a change of control, Executive Directors may receive a bonus payment for the year in which they cease employment. This payment will normally be pro-rated for time and will only be paid if financial and individual objectives set at the beginning of the plan year have been met. Otherwise, Executive Directors must be employed at the date of payment to receive an annual bonus. Deferred element Deferred shares will normally be retained and released in full following completion of the applicable deferral period. LTIP Leavers before the end of the performance period In the event of retirement, ill health, death, disability, redundancy or any other circumstance at the discretion of the Remuneration Committee, or in the event of a change of control, the Committee determines whether and to what extent outstanding awards vest based on the extent to which performance conditions have been achieved and the proportion of the vesting period worked. This determination will be made as soon as reasonably practical following the end of the performance period or such earlier date as the Committee may agree (within 12 months in the event of death). In the event of a change of control, awards may be exchanged for new equivalent awards in the acquirer where appropriate. If participants leave for any other reason before the end of the performance period, their award will normally lapse. Leavers after the end of the performance period Any awards in a holding period will normally vest following completion of the holding period. EXTERNAL APPOINTMENTS With the approval of the Board in each case, and subject to the overriding requirements of the Group, Executive Directors may accept external appointments as Non-Executive Directors of other companies and retain any fees. Joe Lister served as a Non- Executive Director on the Board of Helical Plc until 17 July 2024, and received a fee of c.£35k in respect of his service for 2024. Mike Burt does not currently hold any external appointments. DIRECTORS’ REMUNERATION POLICY continued GOVERNANCE
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