Jurisdiction(s):
United Kingdom
Key definition
Rules definition

What does Rules mean? Rules describes the written provisions that govern how a pension scheme operates—especially occupational pension schemes—usually contained in, or annexed to, the trust deed (trust deed and rules). Legislation refers to these as scheme rules (for example, Pensions Act 1995 and Pensions Act 2004 in the UK, and the Pensions Act 1990 in Ireland). Scheme rules set out eligibility, benefit structure (defined benefit or defined contribution), contributions, service and accrual, retirement options and ages, revaluation/indexation, ill‑health and death benefits, transfers in and out, leaver provisions, forfeiture, augmentation, priority on winding‑up, discretions and decision‑making, and the scheme’s amendment and termination powers. They also...

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Shareholders' Resolution Approving UK Schedule 2 ITEPA 2003 Share Incentive Plan (SIP) and Authorising Directors to Implement and Establish Overseas Sub-Plans for a Listed Company

Precedents
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That:

  1. the [ insert name of company ] Share Incentive Plan (SIP), together with the trust deed and Rules summarised on pages [ insert page number ] to [ insert page number ] of this Notice of General Meeting, produced to the meeting and initialled by the Chair for identification, be and are hereby approved, and the directors are hereby authorised to adopt them (subject to any amendments they deem necessary or desirable to ensure the SIP complies with Schedule 2 to the Income Tax (Earnings & Pensions) Act 2003); and
  2. the directors be and are hereby authorised to:
    1. carry out all actions and matters they consider necessary or desirable to implement and give effect to the SIP; and
    2. establish further Plans derived from the SIP, adjusted for use in overseas jurisdictions to accommodate local tax, exchange control or securities laws, provided that any ordinary shares made available under such further plans are counted against any individual or overall limits applying to participation in the SIP...
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Jonathan Fletcher Rogers
Jonathan Fletcher Rogers

Jonathan is the head of Addleshaw Goddard's Employee Incentives and Remuneration practice, and advises UK and multinational clients on the design and implementation of share and cash-based employee incentive plans. He also advises quoted companies on corporate governance and disclosure issues in relation to remuneration. Jonathan is a regular speaker at conferences on executive remuneration and share plans more generally and has been recognised as a leading individual in employee incentives in Chambers and Partners....

Web page updated on 22/05/2026

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