Directors’ remuneration report
Audited information
The following information, comprising details of the directors’ remuneration, directors’ pension provision and the Group’s equity incentive schemes, is audited in accordance with the requirements of the Companies Act 1985.
Directors’ remuneration
Remuneration
The directors’ remuneration for 2008 amounted to £1,931,000 (2007: £871,000 from 16 July 2007) analysed as follows:
| Director’s name | Salary £000 |
Bonus £000 |
Benefits £000 |
Fees £000 |
2008 Total £000 |
2007 Total £000 |
|---|---|---|---|---|---|---|
| Christopher Rodrigues | 351 | – | 22 | – | 373 | 190 |
| John Harnett | 394 | 378 | 27 | – | 799 | 356 |
| David Broadbent | 238 | 228 | 23 | – | 489 | 199 |
| Charles Gregson | – | – | – | 45 | 45 | 21 |
| Tony Hales | – | – | – | 45 | 45 | 21 |
| Ray Miles | – | – | – | 120 | 120 | 56 |
| Nick Page | – | – | – | 60 | 60 | 28 |
| Total | 983 | 606 | 72 | 270 | 1,931 | 871 |
Notes
In addition to his basic salary, Christopher Rodrigues received a pension allowance until October 2008 and details of this are set out below (Pensions and life assurance).
The executive directors received bonuses equivalent to 96% of their basic salaries as the Group post-tax performance target was met in full and their individual targets substantially so.
Incentive plan
Awards
Awards under the Incentive Plan are as follows:
| Director’s name | Awards held at 31 Dec 2007 | Awards granted / surrendered in 2008 | Awards held at 31 Dec 2008 | Performance condition period | Market price of shares at date of grant / surrender (p) |
|---|---|---|---|---|---|
| Christopher Rodrigues | 0.8% | 16 Jul 2007-15 Jul 2010 | 250 | ||
| (0.2%) | 0.6% | 156 | |||
| John Harnett | 0.6% | 16 Jul 2007-15 Jul 2010 | 250 | ||
| 0.1% | 0.7% | 16 Jul 2007-15 Jul 2010 | 156 | ||
| David Broadbent | 0.4% | 0.4% | 16 Jul 2007-15 Jul 2010 | 250 |
Notes to awards
The awards make available to participants, and thus are shown as, a percentage of the earned value pool (as defined above in the Statement of the Company’s policy on directors’ remuneration: the Incentive Plan) at the end of the performance condition period. The total pool may be up to 3% of the total return to shareholders in the performance condition period. For this purpose, the total return to shareholders will be calculated as the absolute TSR growth of the total issued share capital of the Company at the demerger expressed as a monetary amount. No awards will vest if TSR growth is less than 30%.
Awards will be satisfied in shares. For the purposes of the Incentive Plan, the starting point is the average value of the issued share capital over the month following demerger which was 226 pence per share.
There were no changes in the interests of the directors under the Incentive Plan between 31 December 2008 and 16 March 2009.
There have been no variations in the terms and conditions of plan interests during the year.
The Exchange Scheme
Awards
Awards under the Exchange Scheme are as follows:
| Director’s name | Total awards held at 31 Dec 2007 | Total awards held at 31 Dec 2008 | Market price of shares at date of grant (p) | Normal vesting date |
|---|---|---|---|---|
| John Harnett | 81,278 | 81,278 | 250 | 01 Jun 2009 |
| 23,556 | 23,556 | 250 | 07 Jun 2009 | |
| David Broadbent | 8,036 | 8,036 | 250 | 07 Jun 2009 |
Notes to awards
No awards were made during the year.
The awards are contingent rights to acquire shares for £nil consideration. There are no performance conditions other than those related to continued employment.
There were no changes in the interests of the directors under the Exchange Scheme between 31 December 2008 and 16 March 2009.
There have been no variations in the terms and conditions of scheme interests during the year.
The SAYE Scheme
Award
The award made under the SAYE Scheme is as follows:
| Director’s name | Date of award | Total awards at 31 Dec 2008 | Exercise price (p) | Market price at date of grant (p) | Normal exercisable dates |
|---|---|---|---|---|---|
| David Broadbent | 02 Apr 2008 | 8,936 | 188 | 228 | 01 Jun 2013-01 Dec 2013 |
Notes to award
No consideration is payable on the grant of an option.
There were no options outstanding on 1 January 2008.
There were no changes in the interests of the directors under the SAYE Scheme between 31 December 2008 and 16 March 2009.
There have been no variations in the terms and conditions of scheme interests during the year.
The mid-market closing price of the Company’s shares on 31 December 2008 was 139 pence and the range during 2008 was 114 pence to 326 pence.