
Fixed pay
Base pay Pension contributions Benefits Annual Variable Pay (AVP) Performance Share Plan (PSP) Non-executive directors’ fees Shareholding requirements
Purpose and
link to
strategy
Providesafixedlevelof
earnings, appropriate to the
market and requirements of
the role.
Provides a basis for savings
to provide an income in
retirement.
Providesbenefitsand
allowances appropriate to
the market, and to assist
employeesinefficiently
carrying out their duties.
Incentivises and rewards the achievement of annual
financialperformanceanddeliveryofstrategicpriorities.
50% of any AVP award is deferred into shares, reinforcing
retention and alignment with shareholders by
encouraging long-term focus and risk alignment.
Purpose and
link to
strategy
Provides a direct and transparent link between executive pay and the
delivery of shareholder returns over the longer term.
Compensates non-executive directors for
their responsibilities and time commitment.
Provides alignment with
shareholder returns and
ensures the impact on
directors’ shareholdings moves
inlinewithLegal&General’s
share price.
Operation Reviewed annually with effect
from 1 March, taking into
account:
• the individual’s skills,
experience and
performance;
• scope of the role;
• external market data,
including other FTSE 100
companies and other
financialandnon-financial
institutions;
• pay and conditions
elsewhere in the group
• overall business
performance.
There is no obligation to
increase base pay upon any
such review, and any decision
to increase base pay will take
into account the associated
impact on overall quantum.
In line with other employees
in the UK, executive
directors may:
• Participateinadefined
contribution pension plan;
or
• Receive a cash allowance
in lieu; or
• Receive some
combination thereof.
Non-UK national executives
may be permitted to
participate in home-country
pension plans where
relevant.
Base pay is the only element
of pensionable
remuneration.
In line with other employees in
theUK,benefitscurrently
include:
• Private medical insurance;
• Life insurance;
• Income protection; and
• All-employee (ShareSave
and Share Purchase) plans.
Executive directors may
participate in voluntary
benefitsandchoosetoacquire
Legal&Generalproducts
which they fund themselves,
sometimes through salary
sacrifice.
In line with other senior
managers in the UK, executive
directors receive a non-
pensionable cash allowance
in lieu of a company car.
Where an executive director
is required to relocate, or
perform duties outside their
home country, additional
benefitsmaybeprovided
(including healthcare and
assistance for housing, school
fees, home travel, relocation
costs and tax compliance
advice) for a period not
exceeding two years.
In normal circumstances:
• Performance is assessed over a one-year period.
• Performance measures and weightings are set annually
to ensure they are appropriately stretching, and aligned
with the group’s strategic priorities.
• Performance targets take into account internal forecasts,
market expectations and prior year performance.
Targets normally equate to the forecast in the strategic
plan, with maximum set at an appropriate stretch above
plan, but still within the company’s risk appetite.
• AVP awards are determined after the year end, taking
into consideration performance against targets,
individual performance, and overall business
performance.
• 50% of any AVP award is paid in cash, after the year
end, with 50% deferred into restricted shares (or
nil-cost options, or phantom equivalent, or other forms
dependent upon business or regulatory requirements)
for a further three years.
• Dividends or dividend equivalents may accrue during
the deferral period and vest and are paid in shares
upon vesting.
• Malus and clawback apply to both cash awards and
deferred awards.
Operation A conditional award of shares (or nil-cost options, or phantom
equivalent, or other forms dependent upon business or regulatory
requirements). In normal circumstances:
• Subject to a performance period of no less than three years.
• Subject to a holding period such that no awards are released before
fiveyearsfromthedateofgrant.
• Performance measures and targets are set annually by the
Committee to ensure they are relevant and appropriately stretching,
and aligned with the delivery of shareholder returns over the longer
term.
• Performance targets take into account, internal forecasts, any
guidance provided to the market, market expectations, prior
performance, and the company’s risk appetite.
• Dividends or dividend equivalents may accrue in the period following
the end of the performance period until vesting and release; and
• Malus and clawback apply.
Exceptionally, the Committee may adjust and amend the PSP awards
in accordance with the rules, including:
• Lengthen the performance period and/or the holding period for
future awards.
• Reduce (but not increase) the level of vesting dependent upon the
performance of the group.
Fees for the Chairman and non-executive
directors are set at an appropriate level to
reflect:
• Timecommitmentrequiredtofulfilltherole
• Responsibilities and duties of the positions;
and
• Typical competitor practice in the FTSE 100
andotherfinancialservicesinstitutions.
Fees comprise a base fee for membership of
the Board, plus (where applicable) additional
fees for:
• Senior Independent Director (SID).
• Committee chairmanship; and
• Committee membership (not including the
Nominations and Corporate Governance
Committee).
Additional fees for membership of
Committee, or chairmanship or membership
ofsubsidiaryboards,orotherfixedfeesmay
applyifjustifiedbytimeorcommitment.
The Chairman receives an inclusive fee for
the role. The Chairman’s fee is reviewed
annually by the Committee, and the
non-executive directors’ fees are reviewed by
the executive directors. There is no obligation
to increase fees upon any such review.
Executive directors are expected
to retain any after tax vested
share awards until their
shareholding requirements
are met, and maintain that
shareholding requirement (or
their actual shareholding at the
date of leaving, if lower) for at
least two years after leaving
employment with the group.
The Committee retains the
discretion to withhold future PSP
grants if executive directors are
notmakingsufficientprogress
towards their shareholding
requirement.
Non-executive directors may
elect to receive a proportion
of their fees (normally 50%)
inLegal&Generalsharesuntil
their shareholding requirement
is met.
The sale of shares prior to the
shareholding requirements
being met may be permitted
in extenuating situations, for
example, a change to personal
circumstances or ill health.
Opportunity There is no set maximum
base pay, but any increases
will normally be in line with the
range of increases for other
UKemployees.Inspecific
circumstances, the Committee
may award increases above
this level, for example where:
• Base pay for a recently
appointed executive director
has been set with a view to
allowing progression in the
role over time; or
• Therehasbeenasignificant
increase in the size or scope
of an executive director’s
role or responsibilities; or
• Thereisasignificant
change in the regulatory
environment.
For new executive directors,
pension contributions are
aligned to that available to
the majority of the workforce
(currently up to 10% of base
pay).
Pension contributions for
executive directors appointed
before 2019 are currently
aligned with the contributions
for other senior managers in
theUKdefinedcontribution
pension plan (currently up to
15% of base pay).
Pension contributions will be
aligned between the majority
of the UK workforce and all
executive directors by 2022.
The maximum amount paid in
respectofbenefitswillbethe
actual cost of providing those
benefitswhich,particularlyin
thecaseofinsuredbenefits,
may vary from year to year,
although the Committee is
mindful of achieving the best
valuefrombenefitproviders.
The maximum opportunity
for participation in the
all-employee share plans is
the same for all employees
and takes into account
prevailing HMRC rules.
Themaximumopportunityinrespectofanyfinancial
year is:
• 150% of base pay for the Group Chief Executive and
ChiefFinancialOfficer.
• 175% of base pay for other executive directors.
No bonus is payable for threshold performance or below,
with up to 50% of maximum for target performance.
The Committee will consider the calculated outcome
inthecontextofarangeoffactors(notjustthespecific
performance measures) including risk management,
behaviours, culture, capital generation, Solvency II
coverageratioandsustainablefinancialperformance,
and may apply a ‘moderator’ to reduce (but not increase)
an AVP award if there are factors that warrant such
a reduction.
Opportunity
or
requirement
The maximum opportunity for an executive director in respect of any
financialyearis300%ofbasepay(althoughtheCommittee’scurrent
intention is that the normal award opportunity will be 250% of base
pay).
• 15% of the award vests for threshold performance.
• 100% of the award vests for achievement of maximum.
The Committee assesses the formulaic vesting outcome, and may
amend the vesting downwards (but not increase the level of vesting)
considering a range of factors including overall performance, risk
management, capital generation, Solvency II coverage ratio, and
(from 2021) ESG.
Fees are subject to the aggregate limit in
the company’s Articles of Association. Any
changes in this limit would be subject to
shareholder approval.
The Chairman and non-executive directors
arenoteligibletoparticipateinanybenefit,
pension or incentive plan. However, additional
benefitsmaybeprovidediftheBoardfeels
thisisjustified,suchastaxcompliance
advice, work permits or similar. Expenses
incurred in carrying out duties (and any
associated tax liability) may be reimbursed
or paid directly by the Company.
Shares owned outright
equivalent to:
• 325% of base pay for
executive directors; and
• 100% of base fee for
non-executive directors.
Performance Personal performance will be
taken into consideration in
determining any base pay
increase.
There are no performance
conditions.
There are no performance
conditions.
A combination of:
• Financial performance (primary measure with at least
70%weighting)–toensuregrowthandreturnto
shareholders; and
• Strategicandpersonalperformance–tosafeguard
the future, with the development of future income
streams, and focus on key metrics including
customers, culture and (from 2021) ESG.
Performance An appropriate mix (normally an equal weighting) of:
• Earningsperformance–toincentivisegrowthinearnings;and
• Shareholderreturn–todeliveracompetitivereturnforshareholders.
No performance conditions. Not applicable.
Remuneration policy (summary)
The directors’ remuneration policy was approved by shareholders by way of a binding
vote at the 2020 AGM on 21 May 2020 and applies for three years from the 2020 AGM.
The policy table, which contains key aspects of the approved policy, is set out below.
A copy of the full remuneration policy, including accompanying disclosure, can be
found in the 2019 annual report, and on the company’s website.
100 GovernanceLegal & General Group Plc Annual Report and Accounts 2021