Rely on the most comprehensive, up-to-date legal content designed and curated by lawyers for lawyers
Work faster and smarter to improve your drafting productivity without increasing risk
Accelerate the creation and use of high quality and trusted legal documents and forms
Streamline how you manage your legal business with proven tools and processes
Manage risk and compliance in your organisation to reduce your risk profile
Stay up to date and informed with insights from our trusted experts, news and information sources
Access the best content in the industry, effortlessly — confident that your news is trustworthy and up to date.
Find up-to-date guidance on points of law and then easily pull up sources to support your advice with Lexis PSL
Check out our straightforward definitions of common legal terms.
Our trusted tax intelligence solutions, highly-regarded exam training and education materials help guide and tutor Tax professionals
Access our unrivalled global news content, business information and analytics solutions
Insurance, risk and compliance intelligence using big data, proprietary linking and advanced analytics.
A leading provider of software platforms for professional services firms
In-depth analysis, commentary and practical information to help you protect your business
LexisNexis Blogs shed light on topics affecting the legal profession and the issues you're facing
Legal professionals trust us to help navigate change. Find out how we help ensure they exceed expectations
Lex Chat is a LexisNexis current affairs podcast sharing insights on topics for the legal profession
Discuss the latest legal developments, ask questions, and share best practice with other LexisPSL subscribers
JD Sports Fashion plc, for the second-year running, has seen yet another significant no vote with almost a third of votes against its remuneration report at this year’s annual general meeting (AGM), held on 31 July 2020. The remuneration policy and the long term incentive plan (LTIP), also received a significant no vote with 32.52% and 29.68% respectively. This year, the remuneration policy was put to a vote following its three-year review, the main changes being a more diverse method of calculating LTIP, the introduction of 250% of base salary cap for LTIP payments and the introduction of an executive level pension contribution cap at 8% of base salary.
Last year’s AGM result also drew attention to a special bonus paid out to executive chairman, Peter Cowgill, which received 19% opposition. This bonus was paid again in 2020, having increased to £1,726,000 from the £1,700,000 received the previous year. In addition, chief financial officer, Neil Greenhalgh, received an increased bonus payment from £56,000 to £300,000. According to the annual report, Cowgill merited the bonus due to ‘his leadership of the business in again achieving record results for the Company’. However, the bonus payments come as a surprise after a difficult and eventful financial year in which Cowgill sold £13.3m worth of shares, the company experienced a subsequent drop of 8% in share price, found its subsidiary Go Outdoors put into administration and later bought it back following pandemic-related financial struggles, and was forced to sell its recent acquisition Footasylum following a high profile investigation by the Competition and Markets Authority.
The annual High Pay report, which looked at company responses to COVID-19 in relation to remuneration, stated ‘The measures that have been taken range from temporary deferral of salaries (meaning that executives could still eventually be paid in full) to the reduction of salaries and the cancellation of bonuses.’ The report noted that out of the 36 FTSE 100 companies which made cuts to their executive pay, eleven also cut short-term incentive plans, such as bonuses. However, none of these 36 companies cancelled their LTIP.
In JD’s case, the FTSE 100 company implemented temporary reductions in salary and fees of at least 30% for members of the board and a voluntary reduction of 75% for Cowgill. The company stated that this ‘will be kept under review during 2020 and will only be reversed when the Board are satisfied it is in a position to do so’. Neither bonuses nor the LTIP were cut. Instead, the company commented that ‘incentive payments due following the year ended 1 February 2020 would be deferred and… made once our stores have re-opened and when the Board and Committee are satisfied that performance and projected cashflows of the Group permit payment.’ It also stated that ‘From 2020/21 onwards, under the proposed policy, the normal maximum bonus will be increased to 200% of salary to reflect typical market practice for companies of a similar size and complexity to the Group’
The board stated in its AGM results that together with the remuneration committee it had spent a ‘significant amount of time during the course of the year engaging with its shareholders both during the process of preparing the remuneration report and policy and in the run up to the AGM.’ The company also claimed to have specifically instructed PwC to assist with a revised remuneration policy and Executive LTIP structure. However, following a consecutive year of investor backlash, shareholders will be looking to the board to effectively address the significant dissent.
Free trials are only available to individuals based in the UK
* denotes a required field
Market Tracker is a unique service for corporate lawyers housed within Lexis®PSL Corporate. It features a powerful transaction data analysis tool for accessing, analysing and comparing the specific features of corporate transactions, with a comprehensive and searchable library of deal documentation across 14 different deal types. The Market Tracker product also includes news and analysis of key corporate deals and activity and in-depth analysis of recent trends in corporate transactions.
0330 161 1234