21 May 2019
Section 430(2B) Companies Act 2006 Statement
The following information is provided in accordance with section 430(2B) of the Companies Act 2006.
On 28 February 2019, the Company announced that John Foley, Chief Executive of M&GPrudential, Nic Nicandrou, Chief Executive of Prudential Corporation Asia, and Michael Falcon, Chairman and Chief Executive Officer of Jackson Holdings LLC, would step down as Executive Directors of Prudential plc at the end of the Annual General Meeting (AGM) on 16 May 2019 as part of our progress towards the demerger of M&GPrudential.
They will remain in their executive roles and will continue to be members of the Group Executive Committee. Remuneration arrangements in respect of their departure have been determined by the Group Remuneration Committee in line with the Prudential plc Directors’ Remuneration Policy approved by shareholders at the AGM in May 2017. They will not receive any loss of office payment in respect of their service as Executive Directors.
Salary, pension and benefits
Salary, pension and benefits will continue to be paid to the executives as they will remain members of the Group Executive Committee after they leave the Board.
We currently anticipate that all unvested awards under the Prudential deferred Annual Incentive Plan will be released on the original timetable and remain subject to malus and clawback provisions.
We expect that outstanding long-term incentive awards will vest in line with the original vesting dates, subject to the satisfaction of the original performance conditions. These awards will also continue to be subject to the original malus and clawback provisions, and awards will remain subject to a two year holding period following the end of the three year performance period.
Annual incentives will continue to be paid to the executives for 2019 as they will remain members of the Group Executive Committee after they leave the Board. These awards will be determined on performance achieved when the 2019 results are known. Sixty per cent of awards will be paid in cash in the usual way, and 40 per cent will be deferred into Prudential plc shares or ADRs (to be released in the Spring of 2023). In addition, Michael Falcon is eligible to receive a 10 per cent share of the Jackson bonus pool. These awards will continue to be subject to malus and clawback provisions.
Messrs Foley, Nicandrou and Falcon were subject to the same shareholding guidelines as other Executive Directors of 250 per cent of salary up to 16 May 2019. The Company’s shareholding guidelines that apply to members of the Group Executive Committee will apply to these executives from 17 May 2019.
The terms of Mr Falcon’s buy-out awards as disclosed in the 2018 Directors’ remuneration report have not been changed and his replacement awards will vest in line with the original vesting schedule.
Details of remuneration earned in respect of their service on the Prudential Plc Board will be provided, in line with UK reporting regulations, in the 2019 Directors’ remuneration report to be published in the Spring of 2020.