Companies Act disclosure relating to departing director's payment
Section 430(2B) Companies Act 2006 disclosure in relation to departing director
As announced on 25 October 2018, Gavin Patterson stepped down as Chief Executive and from the BT Board on 31 January 2019.
Gavin will be paid in accordance with the terms of his employment contract and BT’s directors’ remuneration policy, as approved by shareholders in 2017.
He will continue to receive his salary and contractual benefits until the end of his notice period being 25 October 2019. Notice was served on 25 October 2018 following the announcement of his successor. These pro-rated payments will total £777,489 salary and fees, £15,000 benefits and £203,000 pension allowance. Should Gavin wish to take on another role during the notice period, he will forfeit any payments owed to him as part of his outstanding notice period. Customary restrictions on working for competitors are in place.
He will be eligible for an annual bonus (cash and deferred shares) under the 2018/19 bonus scheme. Any bonus paid would be pro-rated to reflect his period of service as Chief Executive.
Gavin will be treated as a good leaver in respect of his outstanding awards under BT’s long-term incentive plans. Accordingly, his 2016 and 2017 incentive share plan awards will vest on their original vesting date to the extent that the performance conditions are met and, on vesting, would be pro-rated to reflect his period of service as Chief Executive. He did not receive a 2018 incentive share plan award.
Gavin’s 2016 and 2018 deferred bonus awards (248,763 shares plus any dividend equivalents if paid) will vest in full in accordance with their original timeframes. He did not receive a 2017 deferred bonus award.
He will receive no compensation or payment for the termination of his service contract or his ceasing to be a director of the company or any other group company, although BT will pay outplacement fees of up to £40,000 and legal fees of up to £9,000.
Full details of Gavin’s remuneration arrangements for 2018/19 will be published in due course in the Report on Directors’ Remuneration contained in BT’s Annual Report & Form 20-F 2019. Vesting and payment of the deferred awards and any vesting of his 2016 and 2017 incentive share plan awards will be disclosed, as required, in the appropriate directors’ remuneration report.
Sir Michael Rake
Sir Michael Rake stepped down from the BT Board on 31 October 2017.
No remuneration payment will be made to Sir Michael Rake after he ceases to be a director and he has not, and will not, receive any payment for loss of office.
We anticipate that Sir Michael may, in the future, undertake advisory services for the Company on specific matters.
Details of Sir Michael’s remuneration as a BT director for 2017/18 will be disclosed in our Annual Report & Form 20-F 2018 when published.
Tony Chanmugam stepped down from the BT Board on 13 July 2016, following our AGM. Details of the treatment of Tony’s remuneration arrangements can be found on pages 132-133 of the Report on Directors’ Remuneration Report contained in our Annual Report & Form 20-F 2016 and you can download it here.