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© Rolls-Royce plc 2008 Legal Information
Governance: Directors' remuneration report
Introduction
This report to shareholders covers:
- the policy under which the executive directors, the Chairman and the non-executive directors are remunerated; and
- details of the remuneration, fees and share interests of the directors
It provides the information required by the Directors' Remuneration Report Regulations 2002 (the Regulations) and describes how the Company applies the principles of the Combined Code in relation to executive directors' remuneration. The Company confirms that it complies with the requirements of the Combined Code.
The report was approved by the remuneration committee (the committee) on February 5, 2008 and was signed on the Board's behalf by Carl Symon as the Chairman of the committee. A resolution will be put to shareholders at the AGM on May 7, 2008 inviting them to approve this report.
The remuneration committee
The committee has responsibility for making recommendations to the Board on the Group's policy regarding executive remuneration. The committee determines, on the Board's behalf, the specific remuneration packages of the executive directors and a number of senior executives. It also makes recommendations to the Board on the remuneration of the Chairman. A copy of the committee's terms of reference is available in the Investors section on the Group's website.
The committee consists exclusively of independent, non-executive directors. During 2007, it was chaired by Carl Symon and its other members were Peter Byrom, Sir John Taylor (until May 1, 2007), Professor Peter Gregson (from March 1, 2007) and Helen Alexander (from September 1, 2007). Carl Symon will retire from the Board at the conclusion of the AGM. He will be succeeded as chairman of the remuneration committee by Helen Alexander.
In 2007, Simon Robertson, Chairman, Sir John Rose, Chief Executive, the Director - Human Resources and the Company Secretary, attended meetings by invitation of the committee but were not present during any discussion of their own emoluments.
The committee met on four occasions in 2007 and details of members' attendance are set out in the table of the corporate governance.
Advice to the remuneration committee
The committee may call for information and advice from advisers inside and outside the Group. In 2007, Simon Robertson and Sir John Rose made recommendations to the committee relating to the performance of their direct reports. Internal support to the committee was provided primarily by the Director - Human Resources, advised by Deloitte & Touche LLP. Additional advice was provided by senior employees from human resources and finance.
The committee received advice on remuneration matters from Deloitte & Touche LLP, Kepler Associates and the Company's lawyers, Freshfields Bruckhaus Deringer. During 2007, Deloitte & Touche LLP also advised the Group on tax, assurance, pensions and corporate finance and Deloitte MCS Limited provided consulting services.
Remuneration policy
The policy framework
The Group operates in a highly competitive, international market. Its business is complex, technologically advanced and has long time horizons. The Group is committed to achieving sustained improvements in performance and this depends crucially on the individual contributions made by the executive team and by employees at all levels. The Board therefore believes that an effective remuneration strategy plays an essential part in the future success of the Group.
Accordingly the Board has adopted, on the recommendation of the committee, a remuneration policy reflecting the following broad principles which it will continue to apply in 2008:
- the remuneration of executive directors and other senior executives should reflect their responsibilities and contain incentives to deliver the Group's performance objectives; it must also be capable of attracting and retaining the individuals necessary for business success;
- a significant proportion of total remuneration should be based on Group and individual performance, both in the short and long term; and
- the system of remuneration should establish a close identity of interest between senior executives and shareholders through measures such as encouraging the senior executives to acquire a significant shareholding in the Company.
When determining remuneration, the committee takes into account pay and employment conditions elsewhere in the Group.
The committee regularly reviews both the competitiveness of the Group's remuneration structure and its effectiveness in incentivising executives to enhance value for shareholders over the longer term. It considers that a successful remuneration policy needs to be sufficiently flexible to take account of future changes in the Group's business environment and in remuneration practice. Accordingly the committee commissioned studies from Deloitte & Touche LLP and Kepler Associates during 2007 to assess the competitiveness of the remuneration for senior executives, and to ensure the performance measures and target setting within the annual and long-term incentive plans effectively incentivise senior executives to achieve the Group's strategic objectives.
The main components of remuneration
The main components of remuneration comprise base salary, annual incentive arrangements, long-term share-based incentives and pension and life assurance benefits. Executive directors and senior executives are also entitled to a company car or car allowance, private medical insurance, financial counselling and, in the case of James Guyette, a housing allowance.
The committee considers that there should be a continuing emphasis on those elements of remuneration, such as annual and long-term incentives, which directly influence the performance of senior executives.
Base salaries
In determining the relative importance of these elements of remuneration, the committee believes that base salaries should be set at levels required to recruit and retain high quality senior executives.
The committee believes that base salaries should be set with reference to the levels in the relevant marketplace for companies of a similar size and complexity. All salary increases must be justified on the basis of performance and are not automatic. Other benefits are generally at the median of market practice.
Annual incentives
Executive directors and selected senior executives participate in the Annual Performance Related Award plan (APRA). For UK participants, APRA awards do not form part of pensionable earnings.
Target and maximum APRA bonus opportunity
Under APRA as operated in 2007, executive directors were eligible for awards in accordance with the table below:
| Target bonus (as a % of salary)1 | Maximum bonus (as a % of salary)1 |
|
|---|---|---|
| John Cheffins 2 | 48 | 80 |
| James Guyette | 48 | 80 |
| Sir John Rose | 60 | 100 |
| Andrew Shilston | 48 | 80 |
| Colin Smith | 48 | 80 |
| Mike Terrett 3 | 48 | 80 |
|
||
APRA performance measures
The APRA performance measures set by the committee are based on the Group's annual operating plans. For 2007, the measures for executive directors included underlying profit, average cash balance, cash flow and individual contribution assessed with reference to the achievement of personal objectives and overall personal performance. The committee is mindful of corporate, environmental, social and governance risks when setting personal objectives. Forty per cent of any APRA bonus depends on personal performance.
A high proportion of the annual remuneration for executive directors is based on performance. For the Chief Executive, his 120 per cent maximum bonus opportunity means that 55 per cent of his combined basic pay and bonus opportunity is directly related to annual financial and personal performance. In 2007, the level of achievement against the financial measures was sufficient to generate up to 60 per cent of the maximum bonus for individual participants subject to the achievement of their personal objectives.
In 2008, there will be an additional performance measure designed to incentivise reductions in operating costs.
Deferred APRA award
One third of the value of APRA is delivered in the form of a deferred award in the Company's shares. A participant who is granted a deferred share award under APRA must normally continue to remain an employee of the Group for two years from the date of the award in order to retain the full number of shares, although shares will be released early in certain circumstances including retirement or redundancy.
The value of any deferred share awards is derived from the annual bonus criteria and is therefore dependent on personal and business financial performance; the release of deferred share awards is not dependent on the achievement of any further performance conditions. The deferred share element operated for 2007 will result in share awards as described in the directors' emoluments table. The committee intends to maintain the deferred share element in respect of 2008. This arrangement provides a strong link between performance and remuneration, promotes a culture of share ownership amongst the Group's senior management and encourages decisions in the long-term interest of shareholders.
Other annual incentives
The same targets as set for APRA are used for the All-Employee Bonus Scheme, which typically enables all employees worldwide to receive a bonus of up to two weeks' pay, based on corporate and business performance. Those executives participating in APRA are excluded from the All-Employee Bonus Scheme.
Rolls-Royce Group plc Performance Share Plan
The Rolls-Royce Group plc Performance Share Plan (PSP) is designed to reward and incentivise selected senior executives who can influence the long-term performance of the Group.
Under the rules of the PSP selected executives are granted conditional share awards entitling them to a number of shares determined by reference to corporate performance over a three-year performance period. The measures of corporate performance are cash generation, earnings and total shareholder return. These measures are considered particularly important in generating shareholder value and are explained in more detail below. There is no retesting of the performance criteria and no automatic vesting in the event of a takeover. In the three-year period to December 31, 2007 the Company's financial and Total Shareholder Return (TSR) performance generated the maximum number of shares under the rules of the plan.
PSP award levels
The size of awards under the PSP are set taking into account competitive levels within the marketplace for UK companies of a similar size and complexity to the Group. In 2007, Sir John Rose received a conditional award of shares with a market value at the time of grant of 110 per cent of his annual salary. For other executive directors and business heads the grant was 80 per cent, and 65 per cent for other members of the Group Executive. The rules of the PSP permit grants of up to 200 per cent of annual salary. As described below, it is possible for the number of shares under an award to be increased by a further 25 per cent based on TSR performance.
Performance measures
No shares will be released from the PSP unless the growth in the Company's Earnings Per Ordinary Share (EPS) exceeds the UK retail price index by three per cent per year over the performance period.
The number of shares released (if any) will be determined in accordance with Cash Flow Per Share (CPS) targets, which will not be adjusted for inflation. CPS is calculated as cash flow after interest, taxation and capital expenditure, but before cost of business acquisitions or proceeds of disposals and payments to shareholders, divided by the weighted average number of shares in issue. Additionally, the committee agreed to adjust the CPS targets for the Company's one-off £500 million pension contribution paid in 2007. Intermediate levels of performance attract pro rata releases. The Company's TSR over the performance period will be compared with the TSR of the companies constituting the FTSE 100 index on the date of grant. This comparison will be carried out by an external independent agency. If the Company's TSR exceeds the median of that group of companies, the number of shares due to be released to an executive following achievement of the EPS and CPS targets will be increased by 25 per cent.
Shareholders have authorised the committee to set CPS performance targets for future grants provided that, in the committee's reasonable judgement, the targets are no less challenging in the light of the Group's business circumstances and its internal forecasts than the targets for the initial grant in 2004 as approved by shareholders.
The following CPS targets will apply to the grants to be made in 2008:
| Aggregate CPS over three-year performance period |
Percentage of maximum award released |
|---|---|
| 57p | 30 |
| 75p | 100 |
The committee believes that these CPS targets are challenging and that the performance necessary to achieve awards towards the upper end of the range is stretching. They should not, therefore, be interpreted as providing guidance on the Group's performance over the relevant period.
Share retention policy
The committee requires participants in the PSP to retain at least one half of the number of after tax shares released from the PSP, until their shareholding reaches the level of 1.5 multiplied by the value of the shares conditionally granted to them in their most recent PSP grant. When this level is reached, it must be retained until retirement.
Executive share option plan
Following the introduction of the PSP, share options have not been granted and the Company does not currently intend to make further grants under this plan.
All-employee share plans
The committee believes that share-based plans make a significant contribution to the close involvement and interest of all employees in the Group's performance. Executive directors are eligible to participate in the Group's all-employee share plans on the same terms as other employees. There are three main elements to these arrangements:
- the ShareSave Plan - a savings-related share option plan available to all employees. In the UK, this plan operates within UK tax legislation (including a requirement to finance the exercise of the option using the proceeds of a monthly savings contract) but the key principles are applied globally. The exercise of the option is not subject to the achievement of a performance target;
- the 'Free Share' element of the Share Incentive Plan, under which UK employees receive shares of up to the equivalent of one and a half weeks' pay as part of the Company component of any bonus paid for 2007; and
- the 'Partnership Share' element of the Share Incentive Plan under which UK employees may make regular purchases of shares from pre-tax income.
Service contracts
The committee's policy is that executive directors appointed to the Board are offered notice periods of 12 months. The committee recognises that in the case of appointments to the Board from outside the Group, it may be necessary to offer a longer initial notice period, which would subsequently reduce to 12 months after that initial period.
The committee has a defined policy on compensation and mitigation to be applied in the event of a UK director's contract being prematurely terminated. In these circumstances, steps are taken to ensure that poor performance is not rewarded. When calculating termination payments, the committee takes into account a range of factors including the director's obligation to mitigate his or her own loss. The following table summarises the terms of the executive directors' service contracts:
| Date of contract | Unexpired term | Notice period Company |
Notice period individual |
|
|---|---|---|---|---|
| James Guyette | 29/09/1997 | Indefinite | 30 days 1 | 30 days |
| Sir John Rose | 04/12/1992 | 12 months | 12 months 2 | 6 months |
| Andrew Shilston | 05/11/2002 | 12 months | 12 months | 6 months |
| Colin Smith | 01/07/2005 | 12 months | 12 months | 6 months |
| Mike Terrett | 01/09/2007 | 12 months | 12 months | 6 months |
|
||||
Executive directors'directorships of other companies
James Guyette was a director of the Private Bank and Trust Company of Chicago, Illinois and of priceline.com Inc. and Andrew Shilston was a non-executive director of Cairn Energy PLC.
In each case, the director retained the relevant fees from serving on the boards of these companies, as shown in the table below:
| Payment received £000 |
|
|---|---|
| James Guyette 1, 2 | 44 |
| Andrew Shilston | 50 |
|
|
Non-executive directors
The Chairman and the non-executive directors have letters of appointment rather than service contracts. No compensation is payable to the Chairman or to any non-executive director if their appointment is terminated early.
Non-executive directors' fees
The Board takes account of independent market surveys in determining the fees payable to the Chairman and the non-executive directors. The committee makes recommendations to the Board on the remuneration of the Chairman. The fees paid to the Chairman and non-executive directors are shown in the emoluments table.
In 2007, each non-executive director received an annual fee of £55,000 covering his or her membership of the Board and of Board committees. The audit committee chairman and the remuneration committee chairman received additional fees of £15,000 and £12,000 per annum respectively. The Senior Independent Director received an additional fee of £10,000 per annum for carrying out this role.
The Board will be proposing a resolution at the AGM to increase the maximum ceiling on the total remuneration payable to all the non-executive directors and non-executive Chairman from £850,000 to £950,000. The proposed increase in limit will provide further headroom for the potential recruitment of additional non-executive directors.
The Chairman and the non-executive directors are not eligible to participate in any of the Group's share schemes, incentive arrangements or pension schemes. A facility is in place which enables non-executive directors to use some or all of their fees, after the appropriate statutory deductions, to make market purchases of shares in the Company on a monthly basis.
Performance graph
The Company's Total Shareholder Return performance over the previous five years compared to a broad equity market index is shown in the graph below. The FTSE 100 has been chosen as the comparator index because it contains a broad range of other leading UK listed companies.
| 2007 | 2006 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Annual Performance Related Award plan (APRA) | ||||||||||
| Basic salaries £000 |
Board and committee fees £000 |
Cash bonus £000 |
Deferred shares 1 £000 |
Total APRA £000 |
Pension payments 2 £000 |
Taxable benefits 3 £000 |
Aggregate emoluments excluding pensions contributions 4 £000 |
Aggregate emoluments excluding pensions contributions 4 £000 |
||
| John Cheffins 5 | 381 | — | 99 | 50 | 149 | 95 | 18 | 643 | 883 | |
| James Guyette 6 | 371 | — | 112 | 56 | 168 | — | 33 | 572 | 727 | |
| Sir John Rose | 786 | — | 306 | 153 | 459 | — | 17 | 1,262 | 1,362 | |
| Andrew Shilston | 502 | — | 179 | 89 | 268 | — | 14 | 784 | 832 | |
| Colin Smith | 363 | — | 106 | 53 | 159 | 91 | 9 | 622 | 605 | |
| Mike Terrett 7 | 153 | — | 131 | 66 | 197 | 38 | 7 | 395 | — | |
| Helen Alexander 8 | — | 18 | — | — | — | — | — | 18 | — | |
| Peter Byrom | — | 71 | — | — | — | — | — | 71 | 70 | |
| Iain Conn | — | 57 | — | — | — | — | — | 57 | 50 | |
| Professor Peter Gregson 9 | — | 46 | — | — | — | — | — | 46 | — | |
| John Rishton 10 | — | 50 | — | — | — | — | — | 50 | — | |
| Simon Robertson | — | 330 | — | — | — | — | — | 330 | 330 | |
| Ian Strachan | — | 54 | — | — | — | — | — | 54 | 50 | |
| Carl Symon | — | 66 | — | — | — | — | — | 66 | 62 | |
| Sir John Taylor 11 | — | 18 | — | — | — | — | — | 18 | 50 | |
| Former directors who did not serve during the 2007 financial year |
— | — | — | — | — | — | — | — | 201 | |
| 2,556 | 710 | 933 | 467 | 1,400 | 224 | 98 | 4,988 | 5,222 | ||
|
||||||||||
Payments made to former directors of the Company
John Cheffins retired from the Board on September 30, 2007. Following his retirement, he has continued to be employed by the Company for one day per week to give support and advice on the strategy and implementation of Rolls-Royce Fuel Cell Systems Limited, supply chain management, and the assembly and test facilities. He was paid £25,800 and benefits totalling £6,083.
Dr Mike Howse retired from the Board on June 30, 2005. Following his retirement, he has continued to be employed by the Company for his expertise in engineering. During the financial year he was paid £49,200 and benefits totalling £3,922.
Lord Moore of Lower Marsh retired as interim Chairman on December 31, 2004. He continued to chair the Trustees of the Rolls-Royce Pension Fund and the Investment Sub-Committee of the Trustees and attended meetings of the Trustees' audit committee until his retirement on December 31, 2007. Lord Moore received an annual fee of £40,000.
Sir Robin Nicholson retired as a non-executive director on May 4, 2005. He was retained by Rolls-Royce Fuel Cell Systems Limited for his management and technical expertise, and to provide advice on business related matters. Sir Robin was paid total fees of £30,000.
Phil Ruffles retired from the Board on October 18, 2001. He was retained by Rolls-Royce Fuel Cell Systems Limited to give general advice on the best contacts and direction for the business. Phil Ruffles received total fees of £6,350. It is expected that he will spend approximately five working days on this activity per year.
Pensions
Andrew Shilston is a member of the Group's UK pension scheme. John Cheffins, Colin Smith and Mike Terrett have opted out of future pension accrual with effect from April 1, 2006. Sir John Rose opted out of future pension accrual with effect from February 1, 2008, see note 7 below. The Group's UK pension schemes are funded, registered schemes and were approved under the regime applying until April 6, 2006. They are defined benefit pension schemes providing, at retirement, a pension of up to two thirds of final remuneration, subject to HM Revenue & Customs limits.
| Increase in accrued pension during the year ended Dec 31, 2007 2 £000pa |
Total accrued pension entitlement at the year ended 31-Dec-07 3 £000pa |
Transfer value of accrued pension as at 31-Dec-07 4 £000pa |
Transfer value as at Dec 31 06 of accrued pension at that date 4 £000 |
Increase in transfer value over 2007 net of the member's own contributions 5 £000 |
|||
|---|---|---|---|---|---|---|---|
| John Cheffins 6,7 | 18 | (3) | 440 | 7,307 | 6,699 | 608 | (77) |
| Sir John Rose 7 | 63 | (45) | 555 | 11,225 | 8,849 | 2,329 | (1,300) |
| Andrew Shilston 8 | 2 | (2) | 10 | 259 | 179 | 222 | (193) |
| Colin Smith 7 | 61 | (56) | 198 | 4,160 | 2,549 | 1,611 | (1,173) |
| Mike Terrett 7, 9 | 21 | (14) | 228 | 4,885 | 3,946 | 938 | (301) |
| Increase in accrued retirement lump sum during the year ended Dec 31, 2007 2 £000pa |
Total accrued retirement lump sum entitlement at the year ended Dec 31, 2007 10 £000pa |
Transfer value of accrued retirement lump sum as at Dec 31, 2007 11 £000 |
Transfer value as at Dec 31, 2006 of accrued retirement lump sum at that date 11 £000 |
Increase in transfer value over 2007 net of the member's own contributions 5 £000 |
|||
|---|---|---|---|---|---|---|---|
| James Guyette 12, 13 |
76 | (58) | 447 | 447 | 372 | 360 | (342) |
|
|||||||
| Ordinary shares | B Shares | ||||||
|---|---|---|---|---|---|---|---|
| January 1, 2007 * |
Changes in 2007 |
December 31, 2007 § |
January 1, 2007* |
Changes in 2007 |
December 31, 2007§ |
||
| John Cheffins 2 | 373,461 | 117,656 | 491,117 | — | — | — | |
| James Guyette | 375,621 | (120,469) | 255,152 | — | — | — | |
| Sir John Rose | 612,420 | 207,924 | 820,344 | — | — | — | |
| Andrew Shilston | 157,915 | 102,711 | 260,626 | — | — | — | |
| Colin Smith | 45,909 | 25,992 | 71,901 | — | — | — | |
| Mike Terrett 3 | 293,786 | — | 293,786 | — | — | — | |
| Helen Alexander 4 | — | 1,000 | 1,000 | — | — | — | |
| Peter Byrom | 150,179 | (3,210) | 146,969 | — | — | — | |
| Iain Conn | 5,931 | 2,455 | 8,386 | 20,687 | 7,817 | 28,504 | |
| Professor Peter Gregson 5 | — | — | — | — | — | — | |
| John Rishton 6 | — | 519 | 519 | — | — | — | |
| Simon Robertson | 26,701 | 532 | 27,233 | — | — | — | |
| Ian Strachan | 11,500 | — | 11,500 | — | — | — | |
| Carl Symon | 6,911 | 138 | 7,049 | — | — | — | |
| Sir John Taylor 7 | 5,208 | 40 | 5,248 | — | — | — | |
|
* or date of appointment if later.
On January 2, 2008, John Rishton received 15,028 B Shares. On January 3, 2008, pursuant to elections submitted, the following directors received ordinary shares in respect of the conversion of B Shares: James Guyette 2,546; Andrew Shilston 1,904; Colin Smith 527; Mike Terrett 2,147; Peter Byrom1,074; Iain Conn 59; Simon Robertson 198 and Carl Symon 52. Iain Conn, Professor Peter Gregson and John Rishton purchased 186, 73 and 73 ordinary shares respectively on January 7, 2008 under arrangements made for non-executive directors to purchase shares on a monthly basis using a percentage of their after tax fees. Otherwise there have been no changes in the directors, interests between December 31, 2007 and February 6, 2008. |
|||||||
| Ordinary shares | |||
|---|---|---|---|
| January 1, 2007* |
Changes in 2007 |
December 31, 2007§ |
|
| Sir John Rose 2, 3 | 3,066 | 356 | 3,422 |
| Andrew Shilston 2, 3 | 2,598 | 346 | 2,944 |
| Colin Smith 2, 3 | 3,066 | 356 | 3,422 |
| Mike Terrett 2, 3, 4 | 3,224 | 95 | 3,319 |
| Ordinary shares | |||
|---|---|---|---|
| January 1, 2007* |
Changes in 2007 |
December 31, 2007§ |
|
| John Cheffins 6 | 7,098 | 741 | 7,839 |
| Sir John Rose 7 | 6,465 | 128 | 6,593 |
| Andrew Shilston 7 | 4,303 | 686 | 4,989 |
| Colin Smith 7 | 1,718 | 634 | 2,352 |
| Mike Terrett 4, 7 | 1,395 | — | 1,395 |
|
* or date of appointment if later.
|
|||
| January 1, 2007* |
Granted in 2007 |
Lapsed in 2007 |
Exercised in 2007§ |
December 31, 2007 1 |
Exercise price |
Market price at date exercised |
Aggregate gains 2007 £000§ |
Aggregate gains 2006 £000 |
Exercisable dates |
|
|---|---|---|---|---|---|---|---|---|---|---|
| John Cheffins 3 | 15,444 | 15,444 | 194p2 | 493.50p | 46 | |||||
| 694,445 | 694,445 | 216p1 | 493.50p | 1,927 | ||||||
| 709,889 | 709,889 | 1,973 | 3,576 | |||||||
| James Guyette | 716,641 | 716,641 | 216p1 | 506.50p | 2,082 | |||||
| 1,397 | 1,397 | 298p4 | 2009 | |||||||
| 683 | 683 | 416p4 | 2011 | |||||||
| 718,038 | 683 | 716,641 | 2,080 | 337p5 | 2,082 | 3,916 | ||||
| Sir John Rose | 1,018,519 | 1,018,519 | 216p1 | 541.00p | 3,310 | |||||
| 7,662 | 7,662 | 108p4 | 492.50p | 29 | ||||||
| 1,026,181 | 1,026,181 | 3,339 | 5,603 | |||||||
| Andrew Shilston | 633,117 | 633,117 | 77p2 | 509.00p | 2,735 | |||||
| 633,117 | 633,117 | 2,735 | ||||||||
| Colin Smith | 15,444 | 15,444 | 194p2 | 2008-2010 | ||||||
| 78,704 | 78,704 | 216p1 | 506.50p | 229 | ||||||
| 1,780 | 1,780 | 194p4 | 517.50p | 6 | ||||||
| 6,362 | 6,362 | 142p4 | 2008-2009 | |||||||
| 2,396 | 2,396 | 108p4 | 2009 | |||||||
| 1,233 | 1,233 | 298p4 | 2011 | |||||||
| 105,919 | 80,484 | 25,435 | 178p5 | 235 | 895 | |||||
| Mike Terrett 6 | 180,556 | 180,556 | 216p1 | 2008-2011 | ||||||
| 6,900 | 6,900 | 142p4 | 2008-2009 | |||||||
| 187,456 | 187,456 | 213p5 | ||||||||
|
* or date of appointment if later.
|
||||||||||
| January 1, 2007* |
Vested during 2007 |
Granted during 2007 |
December 31, 2007§ |
|
|---|---|---|---|---|
| John Cheffins 2 | 64,162 | 43,107 | 19,394 | 40,449 |
| James Guyette | 55,035 | 32,764 | 18,852 | 41,123 |
| Sir John Rose | 123,590 | 80,813 | 42,091 | 84,868 |
| Andrew Shilston | 70,267 | 46,633 | 23,237 | 46,871 |
| Colin Smith | 18,951 | 7,910 | 16,387 | 27,428 |
| Mike Terrett 3 | 30,360 | — | — | 30,360 |
|
* or date of appointment if later.
|
||||
| PSP | ||||||||
|---|---|---|---|---|---|---|---|---|
| January 1, 2007* |
Granted during 2007 |
TSR uplift at vesting 1 |
Total vested during 2007 |
December 31, 2007 |
Performance period |
Date of grant |
Market price at date of grant |
|
| John Cheffins 2 | 112,777 | — | 28,195 | 140,972 | — | Jan 1, 2004 to Dec 31, 2006 | June, 8 2004 | 232.92p |
| 118,517 | — | — | — | 118,517 | Jan 1, 2005 to Dec 31, 2007 | March 8, 2005 | 261.58p | |
| 86,536 | — | — | — | 86,536 | Jan 1, 2006 to Dec 31, 2008 | March 1, 2006 | 443.75p | |
| — | 82,396 | — | — | 82,396 | Jan 1, 2007 to Dec 31, 2009 | March 1, 2007 | 501.00p | |
| 317,830 | 82,396 | 28,195 | 140,972 | 287,449 | ||||
| James Guyette | 101,654 | — | 25,414 | 127,068 | — | Jan 1, 2004 to Dec 31, 2006 | June 8, 2004 | 232.92p |
| 93,871 | — | — | — | 93,871 | Jan 1, 2005 to Dec 31, 2007 | March 8, 2005 | 261.58p | |
| 72,670 | — | — | — | 72,670 | Jan 1, 2006 to Dec 31, 2008 | March 1, 2006 | 443.75p | |
| — | 60,669 | — | — | 60,669 | Jan 1 2007 to Dec 31, 2009 | March 1, 2007 | 501.00p | |
| 268,195 | 60,669 | 25,414 | 127,068 | 227,210 | ||||
| Sir John Rose | 270,640 | — | 67,660 | 338,300 | — | Jan 1, 2004 to Dec 31, 2006 | June 8, 2004 | 232.92p |
| 263,782 | — | — | — | 263,782 | Jan 1, 2005 to Dec 31, 2007 | March 8, 2005 | 261.58p | |
| 177,240 | — | — | — | 177,240 | Jan 1, 2006 to Dec 31, 2008 | March 1, 2006 | 443.75p | |
| — | 175,649 | — | — | 175,649 | Jan 1, 2007 to Dec 31, 2009 | March 1, 2007 | 501.00p | |
| 711,662 | 175,649 | 67,660 | 338,300 | 616,671 | ||||
| Andrew Shilston | 95,352 | — | 23,838 | 119,190 | — | Jan 1, 2004 to Dec 31, 2006 | June 8, 2004 | 232.92p |
| 109,596 | — | — | — | 109,596 | Jan 1, 2005 to Dec 31, 2007 | March 8, 2005 | 261.58p | |
| 82,930 | — | — | — | 82,930 | Jan 1, 2006 to Dec 31, 2008 | March 1, 2006 | 443.75p | |
| — | 81,438 | — | — | 81,438 | Jan 1, 2007 to Dec 31, 2009 | March 1, 2007 | 501.00p | |
| 287,878 | 81,438 | 23,838 | 119,190 | 273,964 | ||||
| Colin Smith | 24,043 | — | 6,011 | 30,054 | — | Jan 1, 2004 to Dec 31, 2006 | June 8, 2004 | 232.92p |
| 22,403 | — | — | — | 22,403 | Jan 1, 2005 to Dec 31, 2007 | March 8, 2005 | 261.58p | |
| 54,085 | — | — | — | 54,085 | Jan 1, 2006 to Dec 31, 2008 | March 1, 2006 | 443.75p | |
| — | 59,881 | — | — | 59,881 | Jan 1, 2007 to Dec 31, 2009 | March 1, 2007 | 501.00p | |
| 100,531 | 59,881 | 6,011 | 30,054 | 136,369 | ||||
| Mike Terrett 3 | 83,179 | — | — | — | 83,179 | Jan 1, 2005 to Dec 31, 2007 | March 8, 2005 | 261.58p |
| 60,638 | — | — | — | 60,638 | Jan 1, 2006 to Dec 31, 2008 | March 1, 2006 | 443.75p | |
| 61,693 | — | — | — | 61,693 | Jan 1, 2007 to Dec 31, 2009 | March 1, 2007 | 501.00p | |
| 205,510 | — | — | — | 205,510 | ||||
|
* or date of appointment if later.
Approval of the Directors' remuneration report 
Carl G Symon |
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