“A FTSE 250 company secretary, (turnover £3 billion with three divisions and seven trading subsidiaries) is reviewing the list of executives who should be classed as “Persons Discharging Managerial Responsibility” for the purposes of share dealings and would appreciate knowing how far down the management tree other companies go in classifying people as PDMRs.”
Other than the PLC Executive directors, our PDMRs for the purpose of the Disclosure and Transparency Rules are the members of the executive (Finance) committee on which the managing directors of the Group’s main operating divisions sit. Obviously, regular disclosures of share dealings are also made for all directors of the plc board under the separate provisions of the listing rule, LR 9.8.6, as set out on the UKLA’s new form.
We have classified the Company Secretary, the Executive Board and, obviously, the p.l.c. Board as PDMRs.
Members of the Group’s Executive Team are all treated as PDMR’s. In practice this means all main Board Executive Directors, plus 2 Divisional Managing Directors and the Group HR Director.
All main Board directors and Group secretary + Ex Co members
Only members of the most senior executive committee are classed as PDMRs. This is 4 individuals, 3 of whom are executive directors of the listed company.
The insider list is wider, some 50 individuals.
In addition to the main board (exec and NE directors) the company secretary/group solicitor and the one other senior executive who is a member of the CEO’s exec management team (although not a main board member). We have reduced the number on PDMRs from previously – we used to include divisional CEOs – as on reflection they do not satisfy the test. This seems to be the general direction of travel with many firms
In total we have 15 PDMRs across the Group of c.70,000 employees. This is made up from all members of the main board (both exec and non exec), plus the Company Secretary and 5 others who make up the Executive Committee.
Our insider list is much greater (c. 300) for the remainder of the Group.
Our PDMR list is short, limited to just the CEO, FD and the Executive Committee members, 10 in total.
We are a FTSE 250 company with 6 operating divisions. Previously all main board directors, company secretary, deputy CFO and head of tax plus the 6 divisional CEOs were designated as PDMRs.
The board reviewed this in February and concluded that only main board directors have the requisite authority to be designated as PDMRs.
The plc board (6 members) plus the Executive Committee (8), i.e. a total of 14 PDMRs. In adition we have another 40 employees on the insider list.
All directors (12) plus members of the Executive Committee (8) = 20 people
Our PDMRs consist of the directors of the top company together with the managing directors of the six divisions (direct reports to the chief executive).
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In addition to the directors of the issuer, we have limited our interpretation of s96B(1)(b)(ii) of the FSMA to include executive directors who sit on the Board of our main operating subsdidiary, as we do not consider that any other individual within our group has power to make managerial decisions affecting the future development and business prospects of the issuer, below this level.
All our main board directors and other members (3) of the Chief Executives Committee. Given the terms of reference of the Board and the Chief Executive Committee these are the only individuals who we consider meet the criteria.
Board members plus the three executives responsible for review of strategy papers pre Board submission.
All the directors of our main trading subsidiary we class as PDMR’s.
WE HAVE C. 3,000 STAFF OF WHICH THE TOP DOZEN OR SO EXECUTIVES PLUS THE TWO EXECUTIVE DIRECTORS ARE PDMRS.
THIS ARRANGEMENT ALLOWS US TO SHARE INFORMATION AT STRATEGY AND BUDGET MEETINGS AND IS NOT TOO ONEROUS IN TERMS OF KEEPING TRACK OF SHARE DEALINGS FOR THESE PEOPLE.
WE HAVE A FURTHER FIFTY OR SO PEOPLE WHO ARE CLASSIFIED (STILL) AS EMPLOYEE INSIDERS AS A FALLBACK POSITION.
We have reviewed this matter recently and the list extends to our main Board directors, the Group General Counsel/Company Secretary and President of our US based business.
We have taken off the other executive committee members (who are not on the main Board) who previously were classed as PDMRs as we did not feel that, on their own, they fulfilled the criteria/guidance in this area.
All of the CEO’s direct reports ( the Executive Commitee) are PDMRs- 3 including CEO are main board directors + 6 others
The Executive Committee, which is effectively the CEO’s direct reports.