Introducing Share Plan Culture

Transcription

1 Introducing Share Plan Culture Rob Horrocks, Group Compensation & Benefits Director, Merlin Entertainments plc Mitan Patel, Head of Business Development, Computershare James Robertson Global Head of Equity Programs, Nokia

2 INTRODUCTIONS

3 COMPANY OVERVIEWS

4 What is Merlin? Global leader in location based entertainment No. 1 in Europe and No. 2 only to Disney worldwide 1 2 products: Midway: indoor; up to 2 hours dwell time; located in city centres or resorts Theme parks: outdoor; 1-2 day destination venues increasingly with on-site accommodation 3 Operating Groups: Resort Theme Parks LEGOLAND Parks Midway Attractions Supported by Merlin Magic Making, unique creative and production resource RESORT THEME PARKS LEGOLAND PARKS MIDWAY ATTRACTIONS 1 Based on number of visitors as reported by AECOM 2011 Global Attractions Attendance Report

5 Resort Theme Parks LEGOLAND Parks Midway Attractions ALTON TOWERS MADAME TUSSAUDS GARDALAND SEALIFE

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8 Nokia - Microsoft Deal Announced 3 rd September 2013 Corporate Action Sales of all Devices & Services and Licenses Deal Value 5.44bn IMPROVE EARNINGS PROFILE STRENGTHEN FINANCIAL POSITION MAXIMIZE SHAREHOLDER VALUE

9 Nokia - Microsoft MOBILE PHONES AND SMART DEVICES BUSINESS UNITS DESIGN TEAM PRODUCTION FACILITIES SALES AND MARKETING ACTIVITIES 32,000 PEOPLE RELATED SUPPORT FUNCTIONS

10 Nokia Reinvented NOKIA NETWORKS NOKIA TECHNOLOGIES

11 Nokia

12 Nokia

13 Nokia

14 CREATING A CULTURE

15 Our vision is to become the worldwide leader in branded, location based entertainment Merlin s Strategy is to create a high growth, high return, family entertainment company based on strong brands and a global portfolio that is naturally balanced against the impact of external factors

16 Vision for Our People We are the best company to work for in our industry We have the right people with the right experience at the right time as we continue to grow globally We foster a culture of innovation and entrepreneurship

17 Merlin Key Figures c.8,500 permanent employees c.16,000 seasonal employees Employee engagement - 88% 1 I enjoy working here - 95% 1 Survey participation - 97% 1 Return rate for seasonals over 40% Length of service 1,000 employees with over 10 years of service 21% women in Grades 1 & and 2014 survey.

18 Merlin A Brief History It started with a fish 1999 MBO backed by Apax to form Merlin Entertainments Group 2004 Secondary MBO backed by Hermes 2006 Acquisition of Gardaland 2007 Acquisition of The Tussauds Group 2010 Acquisition of Cypress Gardens for the development of LEGOLAND Florida, opened October Acquisition of Sydney Attractions Group 2012 Acquisition of Living and Leisure Australia 1979 First SEA LIFE Centre opens in Oban, Scotland First German SEA LIFE Centre opens SEA LIFE Centres acquired by Vardon plc, merged with London/York Dungeons to form Vardon Attractions Ltd Expansion of SEA LIFE Centres and Dungeons in continental Europe 2005 Tertiary MBO backed by Blackstone (May) Acquisition of LEGOLAND Parks (July) 2008 Acquisition of London Aquarium (May) and Underwater Adventures, Minnesota (December) 2010 CVC investment 2013 Initial Public Offering in London

19 Employee Composition By Role 1 By Geography 1 Employees across 22 countries Note: Employee breakdown based on permanent employees and excluding seasonal employees. 1 Headcount data as at end June 2014

20 Engaged Employees Our Culture The Merlin Way Driving Business Performance Delivering memorable experiences to visitors Creative and technical expertise to create magic Innovative approach in driving operational performance and development Behaving like owners Merlin s Magic Wand SEA LIFE Conservation Trust

21 A history of entrepreneurial engagement Private Equity backing 1999 to 2013 Multiple changes of Private Equity ownership Based on long term strategy and delivering consistent growth Absolute clarity of strategy Merlin s approach Not just the top team to receive shares Align employees with the interests of shareholders Demonstrate delivery against targets Delivered multiple opportunities to receive value Key points If leaders believe wide share ownership is important then you can persuade backers to support it The Top 350 held shares prior to flotation Almost 3,000 others had been given awards as part of Merlin s reward schemes

22 NOKIA REINVENTED Leadership in technologies for a connected world

23 A LONG HISTORY OF SUCCESSFUL CHANGE

24 OUR GOAL IS TO BE A LEADER IN TECHNOLOGIES IN A WORLD WHERE EVERYBODY AND EVERYTHING WILL BE CONNECTED

25 WITH THE EXPERTISE OF NOKIA NETWORKS, PASSIONATE PEOPLE HERE 49,700 6,000 NOKIA TECHNOLOGIES *) 900 *) includes Group Common Functions

26 PUTTING A PLAN INTO ACTION

27 Reward and Incentivisation as a plc Reward Principles Support an entrepreneurial and innovative culture Share ownership encouraged amongst employees Simplicity Consistent with UK best practice guidelines Incentivisation Objectives Motivate and retain employees Attract high quality individuals Reward outperformance Align employees with the interests of shareholders Reward Approach for Senior Management and Employees For senior executives Salary at median level for businesses of equivalent size and scale Annual bonus based on Profit Before Tax and strategic objectives (two thirds in cash and one third in deferred share awards) Performance Share Plan (PSP) subject to EPS and ROCE targets For senior managers: annual share option awards For all employees: all employee share plan (SAYE in the UK) Salaries at competitive, but not excessive, levels Greater emphasis on rewards for delivery of longer term performance targets Broad current employee ownership (29%)

28 All Employee Sharesave Introduced in all 22 countries within 6 months of flotation Approved All-Employee Share Plan in the UK tax advantages Employee Share Purchase Plan in USA tax advantages Share options elsewhere Phantom awards in ANZ and China Maximise channels of communication Own a piece of the magic Video from the CEO Intranet teasers and updates Branded booklets Poster and table-talkers Translations into multiple languages Face to face communication in staff briefings Outstanding results 29% take-up globally 40% take-up in the UK

29 Own a piece of the magic! You can do it if you really want to Genuine active sponsorship from the top is vital You can t communicate too much Provide consistent opportunities

30 Nokia 2014 was a year of simplification of LTI programs: Focusing on Performance Shares Removing Stock Options Targeting Restricted Stock at joiners and retention cases 2015 Market continues to move to performance and restricted shares, with less focus on options Restricted Shares still seen as a key recruitment and retention tool particularly in US markets with heavy demand in HERE and increasing demand in TECH Extend ESPP into Networks further emphasising our share ownership culture*

31 Nokia 3 year plan. 2-year measurement period plus a 1 year restriction period Corporate Level Metrics Corporate (to cover GLT & COF) 50% Nokia Group Average Annual Non-IFRS Net Sales Networks Technology 50% Nokia Group Average Annual Non-IFRS EPS HERE Corporate + Unit Option 50% HERE Average Annual Non- IFRS Net Sales 25% HERE Non-IFRS Operating Profit 25% Nokia Group Average Annual Non-IFRS EPS Technology will move to Corporate + Unit Option metrics in Annual grant of Performance Shares with 25% floor for all grants. Pay-outs above 25% to be determined on the basis of business performance

32 Design Principles for the Employee Share Purchase Plan Participate in the Success of the New Nokia Early employee share ownership Employee commitment Partnership/ Buy in to Nokia over the long term Available to employees globally Retention Balancing risk vs Reward Cycle - Secondary to buy into Nokia - No specific holding period or vesting period after the end of the savings period - Employee bears potential risk of loss - Potential loss can be offset by the level of the match - Monthly savings over a 12 month period - Matching shares delivered following the end of savings period

33 IF YOU HAD TO DO IT AGAIN?

34 Lessons learnt Merlin Get into the detail of plan design early. Think about the supporting processes e.g. collecting the cash. Push advisers if there s something you really want. Nokia Establish an engaged internal project team people across functions (HR, finance, legal, tax, comms, brand/marketing) with the view of working SEAMLESSLY together Remaining as ONE TEAM and making sure that everybody has there say being seen to be as collaborative as possible. Respond to feedback quickly and maintain momentum Establish the Story you want to be able to tell at the end of it all

35 THE FUTURE?

36 Q&A

37 Thank you Mitan Patel Computershare Rob Horrocks Merlin Entertainments plc James Robertson Nokia