ASX ANNOUNCEMENT
22 September 2020
SCENTRE GROUP (ASX: SCG) / (ASX: CDP)
VARIATION TO CEO'S SERVICE AGREEMENT
Scentre Group announces variations to the service agreement for the Group's CEO, Peter Allen, and the issue to Mr Allen of Retention Awards, alongside the Retention Awards announced today for other members of the Group's senior executive team.
Service Agreement Variations
Under Mr Allen's service agreement, which was a continuing agreement inherited from the Westfield Group, the notice period (other than for termination by cause) was for Mr Allen, 3 months and the Group, 1 month.
Severance payments for termination by the Group (other than for cause) were 24 months fixed remuneration.
The Board considered the respective notice periods to be insufficient, and together with the severance payment entitlements, out of step with market practice for CEOs of ASX 30 entities. The Board accordingly determined to seek to agree appropriate variations with Mr Allen.
The amended terms now provide for a mutual 12 month notice period and a severance payment equal to 12 months fixed remuneration if Mr Allen meets the Group's retirement conditions (which remain unchanged), if Mr Allen's employment is terminated by the Group (other than for cause), or in the case of death or permanent disability. A summary of Mr Allen's amended service agreement is set out below.
Retention Awards
Mr Allen has been granted Retention Awards under the Retention Award proposals announced today and implemented between the Group and key members of the Group's senior executive team as set out in the accompanying Appendix 3G.
Subject to Mr Allen's satisfaction of all vesting conditions and performance hurdles (including remaining employed with the Group until 15 February 2023), Mr Allen's Retention Awards are due to vest 50% on 15 February 2023 and 50% on 15 February 2024. Further details on the Retention Awards are set out in the Appendix 3G.
The terms of Mr Allen's remuneration package and the components of that package otherwise are unchanged.
The Board has granted the Retention Awards, and sought an extension to Mr Allen's contractual notice periods, in light of the circumstances referred to in the "Rationale for Grant of Retention Awards" on page 13 of the Appendix 3G.
This announcement has been authorised for release by the Chairman of the Board.
Further information: | ||
Company Secretary | Investor Relations | Corporate Affairs/Media |
Maureen McGrath | Andrew Clarke | Alexis Lindsay |
+61 2 9358 7439 | +61 2 9358 7612 | +61 2 9358 7739 |
Scentre Group Limited
ABN 66 001 671 496
Scentre Management Limited | RE1 Limited | RE2 Limited |
ABN 41 001 670 579 | ABN 80 145 743 862 | ABN 41 145 744 065 |
AFS Licence No: 230329 as responsible | AFS Licence No: 380202 as responsible | AFS Licence No: 380203 as responsible |
entity of Scentre Group Trust 1 | entity of Scentre Group Trust 2 | entity of Scentre Group Trust 3 |
ABN 55 191 750 378 ARSN 090 849 746 | ABN 66 744 282 872 ARSN 146 934 536 | ABN 11 517 229 138 ARSN 146 934 652 |
Level 30, 85 Castlereagh Street | GPO Box 4004 | +61 (02) 9358 7000 |
Sydney NSW 2000 Australia | Sydney NSW 2001 Australia | scentregroup.com |
A summary of Mr Allen's amended service agreement is set out below. Please see accompanying Appendix 3G for a further details of the Retention Awards referred to above.
Service Agreement | Term |
Contract term | No fixed term |
Notice period by | Employee: 12 months |
employee and | Employer: 12 months |
employer | |
Details of any post- | Where permitted by law, the Group imposes a further requirement that, following retirement, the |
employment | executive complies with certain continuing non-compete,non-solicitation and confidentiality |
restraints | obligations for two years following termination which, if not satisfied, will result in forfeiture of all |
unvested rights |
Set out below is a summary of termination payments and treatment of the short-termat-risk remuneration plan (STAR) and the long-termat-risk remuneration plan (LTAR) on Mr Allen leaving the Group's employment.
Event | Termination payment | Treatment of STAR | Treatment of STAR and LTAR | |||
(cash) | (deferred equity) | |||||
Resignation and | − | Accrued statutory | − Payment of a pro-rata | − All unvested entitlements under the | ||
termination for cause | entitlements | bonus for the relevant | Group's performance rights plan are | |||
year for resignation | forfeited, without payment, on | |||||
termination | ||||||
Termination by the | − | Accrued statutory | − | Pro-rata performance | − Where termination occurs more | |
Group (other than for | entitlements | bonus to the date of | than one year prior to the end of the | |||
cause) | − Payment of 12 months | termination | relevant performance period, a pro- | |||
fixed remuneration | rata vesting applies up to the date | |||||
of termination. Awards of | ||||||
performance rights which have less | ||||||
than one year to the end of the | ||||||
relevant performance period vest in | ||||||
full (excluding any rights which | ||||||
lapsed because of a failure to | ||||||
satisfy a performance hurdle). | ||||||
Rights that have been granted for | ||||||
less than 6 months lapse | ||||||
Death or permanent | − | Accrued statutory | − | Pro-rata performance | − Full vesting of outstanding | |
disability | entitlements | bonus to the date of | performance rights (excluding any | |||
− Payment of 12 months | termination | rights which lapsed because of a | ||||
fixed remuneration | failure to satisfy a performance | |||||
hurdle) |
Retirement
An executive must have at least 5 years continuous service, must have reached the age of 55 years or the aggregate of the age of the executive and the number of years in service is equal to or greater than 70. Mr Allen has met these requirements
Mr Allen must enter into a 2 year post- employment non- compete agreement (containing additional non-solicitation and confidentiality obligations)
- Accrued statutory entitlements
- Payment of 12 months fixed remuneration
− Pro-rata performance | − The executive will continue in the |
bonus to the date of | plans until the date of vesting in |
termination | respect of performance rights |
granted at least 6 months prior to | |
the date of termination (excluding | |
any rights which lapsed because of | |
a failure to satisfy a performance | |
hurdle) | |
− In circumstances where continued | |
participation in the plan is not | |
permitted under the terms of the | |
plan, the executive is entitled to a | |
cash payment from the Group | |
equivalent to the amount that would | |
have been received had the | |
executive been permitted to | |
continue in the plan |
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Carindale Property Trust published this content on 22 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 October 2020 01:54:02 UTC