Equity Culture

Tel: +44 (0)7956 691 104

  • Home
  • About Us
  • Board Evaluations
  • Regulatory Compliance
  • Clients and Case-Studies
  • Noticeboard
  • Blog
  • Contact Us

PDMR Lists

25th March 2014 18 Comments

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.

 

Leave a Reply Cancel reply

Only your comment and indication of company type will be published

Comments

  1. FTSE250 said

    27th March 2014 at 3:37 pm

    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.

    • FTSE250 said

      26th March 2014 at 6:53 pm

      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.

      • FTSE250 said

        26th March 2014 at 2:39 pm

        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.

        • FTSE100 said

          26th March 2014 at 11:08 am

          We include the Board and the Executive Committee on our PDMR list.

          Turnover US$3 billion; Employees 56K

          • FTSE100 said

            26th March 2014 at 9:30 am

            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

            • FTSE250 said

              26th March 2014 at 8:34 am

              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.

              • FTSE100 said

                25th March 2014 at 6:19 pm

                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.

                • FTSE250 said

                  25th March 2014 at 6:00 pm

                  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.

                  • FTSE100 said

                    25th March 2014 at 5:45 pm

                    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.

                    • FTSE100 said

                      25th March 2014 at 5:34 pm

                      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

                      • FTSE SMALL CAP said

                        25th March 2014 at 5:12 pm

                        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.

                        • FTSE250 said

                          25th March 2014 at 5:12 pm

                          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.

                          • FTSE250 said

                            25th March 2014 at 5:02 pm

                            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.

                            • FTSE100 said

                              25th March 2014 at 4:57 pm

                              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.

                              • FTSE100 said

                                25th March 2014 at 4:56 pm

                                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

                                • FTSE SMALL CAP said

                                  25th March 2014 at 4:55 pm

                                  26 PDMRs in total – all board (currently 14) plus 12 Execs. Turnover =/- $30 billion/ 100,000 employees

                                  • FTSE250 said

                                    25th March 2014 at 4:50 pm

                                    We recently went for the PLC board (8) plus Co Sec and Group Financial Controller

                                    250m turnover/1200 employees

                                    FTSE small cap

                                    • FTSE100 said

                                      25th March 2014 at 4:49 pm

                                      We include all our Executive Committee as PDMRs. We have 2,500 employees and a turnover of circa £450m

                                      Sections

                                      • Home
                                      • About Us
                                      • Board Evaluations
                                      • Regulatory Compliance
                                      • Clients and Case-Studies
                                      • Noticeboard
                                      • Blog
                                      • Contact Us

                                      Recent Notices

                                      • Providing copies of the Register of Members to external parties

                                        Providing copies of the Register of Members to external parties

                                        1st December 2022
                                      • Related Party Transactions

                                        Related Party Transactions

                                        21st September 2022
                                      • Should NEDs be required to hold shares in the company?

                                        Should NEDs be required to hold shares in the company?

                                        16th August 2022
                                      • Board Support Assistant

                                        Board Support Assistant

                                        11th July 2022
                                      • Interim Company Secretary Role

                                        Interim Company Secretary Role

                                        5th July 2022

                                      Contact EquityCulture

                                      Address:

                                      89 Kesteven Way,
                                      Corby,
                                      Northamptonshire
                                      NN18 8GF

                                      Registered in England and Wales No. 06008649.

                                      • Blog
                                      • UK Board Evaluations
                                      • UK Corporate Governance

                                      © 2023 EquityCulture | Site Designed & Built by Midland Tech