We are a FTSE 100 company looking to reduce our PDMR list if at all possible. At present, we have our entire Executive Committee on the list, which totals 11 people (including our two executive plc directors). To give some context, our company has turnover of over £5bn, more than 20,000 employees and 15 different brands/businesses predominately based in the UK.
We would like to ask others how they decide who in their company they interpret to be a PDMR, and how many PDMRs they have in total. It would also be useful to know the size (turnover/no of employees) and complexity of the company of those replying.
FTSE 250 company; revenues £500m; employees -2,500+
We regard our entire ExCo as decision makers and hemce PDMRs. The committee comprises eight executives, four of whom are main board directors. Together with our chairman and six other NEDs, this means that 15 people are subject to DTR requirements for their share dealings.
It’s hard to run the argument that Exco members are not PDMRs, when the FCA’s own guidance highlights them as likely to have decision-making powers in respect of the organisation.
In our case we only have one business, conducted essentially from one site. We have turnover of about $1.5bn, employ 28,000 plus another 10,000 contractors and operate only in South Africa.
Our PDMRs are the 9 NEDs, the 2 exec directors and the 6 other Exco members who are not on the board.
We have followed FSA informal guidance which suggests that in addition to directors the definition of PDMRs should probably only capture very senior executives who are not on the board, such as, members of an executive committee and heads of significant business divisions. In this regard the members of our executive committee (our executive decision making body) which considers all major contracts, acquisitions, disposals and other key operational matters delegated to it by the Board,have been designated as PDMRs (in addition to our directors). The executive committee includes the heads of our lines of business, Head of HR and Head of Risk.
We include the Board and the Executive Committee on our PDMR list.
Turnover US$3 billion; Employees 56K
Our PDMRs comprise all Board members (11) together with all members of the Executive Committee (of whom there are eight excluding the three EDs who are included in the Board figure).
T/O: £18bn; no. of employees: 78k; global
In addition to Board members, our PDMRs are all the members of the Executive Committee (15 in total, including the CEO and CFO).
Worth reviewing.
Turnover £10bn+, 36,000 employees, global.
We include the plc board and Exco members plus the company secretary at the moment, but this may be under review in the near future. We have turnover of £750m and 5,000 employees.
FTSE 100 company – we treat all directors, divisional operational heads and the head of business development as PDMRs. Non-PDMRs on the Executive Committee include HR, Legal and other finance in addition to FD.
Our application of the Model Code is broad, extending to most HQ staff and the senior management grades around the group.
We include only the directors of the listed company (9 people).
We are a FTSE250 company with c 5,000 employees globally and a turnover of £800m.
We include our Directors only (exec and NED). Our EXCO is structured such that members ‘advise’ the CEO, who is the decision maker, and therefore they are not caught by the definition.
3,500 staff, turnover c.£2b
As required by the Financial Services and Markets Act 2000 we include all the listed company directors (both executive and non-executive) (10) and have decided that the other members of the Executive Committee (6) also meet the definition of PDMR within that act.
We are a global business operating in over 160 countries with c. £28 billion turnover and over 35,000 employees.
We include all of our Ops Exec which is the first line reports to the Group CEO as PDMRs. Effectively this is our Executive Committee and comprises 7 individuals including the 2 Executive directors, Divisional CEOs, Group Company Secretary and Group Business Development Director.
In deciding whether an individual is a PDMR we follow the basis definition of a PDMR which is:
• a director; or
• a senior executive who:
– has regular access to inside information relating to the issuer, and
– has the power to make managerial decisions affecting the future development and business prospects of the issuer.
Therefore, the directors of a Company will always be considered PDMRs. The second limb of the definition is designed to capture those who make decisions at, or close to, director level, but who are not technically directors of the company. However, not necessarily all of the people who might be considered ‘senior executives’ of a Company will be PDMRs. It is a question of fact whether an individual has regular access to inside information and the power to make managerial decisions affecting the future of the business.
When deciding whether a given individual is a PDMR, the following factors should be taken into account:
• An individual can be a PDMR even if:
– he/she is not referred to as a ‘director’ or ‘senior executive’ in his/her contract; or
– PDMRs are likely to include those senior employees who sit on the executive committee even if they are not directors.
• Directors or other senior executives at subsidiary companies within the group may be considered PDMRs.
• Where an individual is involved in decisions are taken collectively by a group, the key consideration is how substantial that person’s role is in the decision-making process.
• Even where managerial decisions affecting the future development and business prospects of the Company are ultimately ratified by the directors, non-directors may nevertheless still be considered PDMRs depending on the substance of their role in making the recommendation.
• Individuals who offer analysis or information to enable others to ultimately make a managerial decision are not necessarily PDMRs, even where they give informed recommendations.
• Where the matter is not clear-cut, the key consideration should be how much influence or responsibility such person has in managerial decision-making.
• Company secretaries dealing with administration and general counsels offering legal advice are not usually classified as PDMRs.
Our PDMRs are the members of Executive Committee, which includes our two executive directors (7 people in total).
We are a global business operating in over 30 countries with c. £3,000m turnover and over 4,000 employees.
We treat all our Executive Committee members as PDMRs so that’s 10 which includes 2 Exec. Directors. We have a turnover of £10 bn and c 37,000 employees
26 PDMRs in total – all board (currently 14) plus 12 Execs. Turnover =/- $30 billion/ 100,000 employees
We recently went for the PLC board (8) plus Co Sec and Group Financial Controller
250m turnover/1200 employees
FTSE small cap
We include all our Executive Committee as PDMRs. We have 2,500 employees and a turnover of circa £450m