Jupiter Annual Report 2010 - Jupiter Asset Management

Governance | Directors’ report
The Committee’s policy is that service agreements for executive
Directors should not contain any provision for compensation on early
termination and that the Company and its Directors should instead
each rely on the position under law. In the event that compensation
for early termination is payable, the Committee’s policy is to seek to
keep such compensation to an appropriate level. There are no
specific provisions in the service agreements providing for
compensation payable by the Company on termination without
cause or on change of control.
For Jamie Dundas, Liz Airey, Matteo Dante Perruccio and Lorraine
Trainer, the appointments are for a fixed term of three years from
the respective commencement dates unless renewed or unless
terminated by either party on three months’ written notice.
For Richard I. Morris, Jr. and Michael Wilson, the appointments are for
an indefinite period unless terminated by each of these Directors on
three months’ written notice to the Company at any time, or by the
Company on three months’ written notice to the Director which may be
given at any time if: (1) in respect of Richard I. Morris, Jr., the
percentage of the ordinary shares of the Company in issue from time
to time owned by TA Associates, Inc (together with its Associates) on
an aggregated basis falls below 15 per cent; and (2) in respect of
Michael Wilson, the percentage of the ordinary shares of the Company
in issue from time to time owned by TA Associates, Inc (together with
its Associates) on an aggregated basis falls below 10 per cent.
Directors’ share interests
Prior to 25 May 2010, the shares in the Company were divided into
four classes: A ordinary shares, B ordinary shares, Tier 1 preference
shares and Tier 2 preference shares, each with a nominal value of £1.
Pursuant to the Listing share capital reorganisation, each A share
and each B share was sub-divided and converted into 50 ordinary
shares of 2p each and each Tier 1 and Tier 2 preference share was
sub-divided and converted into ordinary shares such that the value
was equal to the aggregate entitlement of the Tier 1 and Tier 2
preference shares at the date of Listing. In the interests of simplicity,
all of the shareholdings given in this report are stated on the basis of
the capital structure following the Listing share capital reorganisation
despite the fact that this did not occur until immediately prior to Listing.
The majority of the shares held by the executive Directors are subject
to vesting and lock-in arrangements pursuant to which shares vest
and are released from the lock-in arrangements on the first, second
and third anniversaries of Listing. Shares held by Jamie Dundas and
Matteo Dante Perruccio are subject to lock-in obligations over the
same timescale.
The interests of the Directors and their connected persons in shares
of the Company at 31 December 2010 are set out in Table 2.
Details of the terms of appointment of the non-executive Directors are set out in Table 1.
Table 1
Terms of appointment of non-executive Directors
Date of
appointment
Annual fee
immediately
before
21 June 2010
Annual fee
from
21 June 2010
Committee
responsibilities
Name
Title
Jamie Dundas 1 Independent Chairman 28 January 2008 £100,000 £150,000 Remuneration Nomination
Liz Airey Independent non-executive Director 17 May 2010 £60,000 £65,000
Audit Nomination Senior
Independent Director
Matteo Dante Perruccio 2 Independent non-executive Director 9 September 2008 £35,000 £55,000 Audit Remuneration
Lorraine Trainer Independent non-executive Director 17 May 2010 £50,000 £55,000 Audit Remuneration
Richard I. Morris Jr. Non-executive Director 19 June 2007 nil £45,000 –
Michael Wilson Non-executive Director 19 June 2007 nil nil Remuneration Nomination
1. Prior to 1 June 2010, Jamie Dundas’ annual fee was £50,000. From 1 June 2010 this increased to £100,000. Jamie Dundas also received one-off additional
fees of £50,000 during 2010 for work related to Listing. 2. At his request, Matteo Dante Perruccio’s fees have been paid to Hermes BPK Partners LLP rather than
to him personally.
Table 2
Interests in shares
Ordinary shares
held at 31 December 2010
Options over ordinary shares
held at 31 December 2010
Jamie Dundas 1,250,000 –
Edward Bonham Carter 14,555,103 4,663
John Chatfeild-Roberts 1 8,372,743 1,562,500
Philip Johnson 1,760,000 4,663
Liz Airey 45,450 –
Matteo Dante Perruccio 250,000 –
Lorraine Trainer 24,242 –
Richard I. Morris Jr. 653,645 –
Michael Wilson 217,978 –
1. Includes connected person’s holding
There have been no changes to the above interests between the year-end and 8 April 2011 (the latest practicable date before the printing of the Annual
Report and Accounts).
Annual Report & Accounts 2010 40 Jupiter Fund Management plc