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Share plan implementation process

Share plan implementation process The following steps are key to the implementation of a new share incentive arrangement: • creation of a project plan (including design) • obtaining key stakeholders’ views • modelling and valuation • approvals, and • operation Some of these steps are likely to be undertaken in parallel. Creation of a project plan (including design) It is critical that the objective and purpose of the plan is encapsulated in a document as it will drive the remaining steps and be a core document to consult when the finer detail of the plan is being determined and then implemented. The document may take the form of: • a board paper, and/or • typically in a UK listed company, a remuneration committee paper For a questionnaire which helps the company elicit the most suitable share scheme for its objectives and needs, see Precedent: Questionnaire to select the right share scheme. See also Practice Note: Selecting the right share scheme. The board or remuneration committee (as applicable)...

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Board minutes—takeover—approving offer documentation—offeree

Board minutes—takeover—approving offer documentation—offeree [insert company name] [PLC OR Limited] Minutes of a meeting of[ a committee of] the board of directors of [insert full name of offeree] (the Company) held at [insert place of meeting] on [insert date of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of directors present by telephone or other means permitted by the Company’s articles of association] [by telephone OR by [insert means]] ] In attendance: [Insert name] (representative of [financial adviser] (the Bank))[Insert name] (representative of [law firm] (the Company's solicitors))[Insert name] (representative of [name of firm of accountants], the Company’s reporting accountants (the Accountants))[Insert names of others in attendance] Apologies: [Insert names of directors/committee members who are unable to attend the meeting, not usually relevant if the meeting is a committee meeting] 1 Chair, notice and quorum [Insert name] was appointed Chair of the meeting. [The Chair drew the meeting’s attention to the...

Board minutes—takeover—response to offer document—offeree

Board minutes—takeover—response to offer document—offeree [insert name of offeror][PLC OR Limited] Minutes of a meeting of [a committee of] the board of directors of [insert full name of offeree] (the Company) held at [insert place of meeting] on [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] (by [insert other means])] [ In attendance: ] [[Insert name] (representative of [name of financial adviser], the Company’s financial advisers (the Bank))] [[Insert name] (representative of [name of law firm] (the Company's solicitors))] [[Insert name] (representative of [name of firm of accountants], the Company’s reporting accountants (the Accountants))] [[Insert name of anyone in attendance, who does not count towards the quorum for the meeting (eg the company secretary)]] [...