Common use of Conduct Issues Clause in Contracts

Conduct Issues. In the event that a party to this Agreement becomes aware after the Demerger but before the fifth anniversary of the grant date of an Old Award by reference to which a New Award was granted of: (i) a significant conduct/culture/governance issue that results in a significant capital add-on or material fine or similar sanction; or (ii) any circumstances which the board of directors of that party reasonably believes might give rise to the malus or clawback provisions of any outstanding New Award being invoked; which occurred before the Demerger (a “Conduct Issue”), then: (A) that party will, within 14 days of becoming aware of the Conduct Issue, notify the other party to this Agreement of the nature of the Conduct Issue; (B) The Remuneration Committee of Prudential and the Compensation Committee of Xxxxxxx will share such information in a timely fashion in good faith as might be required by the other to make decisions about the implications of the Conduct Issue for the relevant award(s) held by the employees of the Prudential Group and the employees of the Xxxxxxx Group respectively. Specifically, this flow of information will facilitate decisions in relation to: (i) the assessment of conduct performance targets attached to the Old Award and the New Award made in place of the Old Award; (ii) the operation of malus and clawback powers; and (iii) any other use of discretion which either Committee deems appropriate. Notwithstanding any provision to the contrary, any post-demerger exercise of malus and/or clawback powers or any other use of discretion that may impact the outstanding New Awards and entitlements of employees of the Xxxxxxx Group will fall exclusively in the authority of the Compensation Committee of Xxxxxxx.