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Annual Report 2001

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Board report on remuneration (continued)


 

Retirement benefits
Executive directors participate in the Company’s Inland Revenue approved funded occupational pension scheme. The main benefits to executive directors, who contribute a percentage of their gross salaries to the scheme each year, are:

  • an accrual rate of 1/30 for each year of pensionable service
  • life assurance cover of four times pensionable salary
  • pensions to spouse and dependent children payable on death

All executive directors are subject to the Inland Revenue cap on the amount of salary which may be treated as pensionable. The Company has undertaken to provide benefits to Philip Brown and George Fairweather equivalent to the entitlements which cannot be provided by the Company’s scheme. Philip Brown’s benefits are on an unfunded basis and George Fairweather ’s benefits are on a funded basis. In addition, George Fairweather was paid a related salary supplement. Consideration is currently being given to providing Geoff Gaywood with compensation for the entitlements which cannot be provided by the Company’s scheme.


The normal pension age for Geoff Gaywood is 65 and, for Philip Brown and George Fairweather, is 60.


Directors’ retirement benefits table

 

 

Pension
contributions
2001
£’000

 

Pension
contributions
2000
£’000

 

Salary
supplements
2001
£’000

 

Salary
supplements
2000
£’000

 

Accrued
benefits
31.12.01
£’000

 

Increases
in
accrued
benefits
2001
£’000

Transfer
value of
increases
in accrued
benefits
2001
£’000

Executive                        

 

Geoff Gaywood 1 - - - - 1 1 12
Lyndon Cole 2,3 138 153 111 123 9 2 97
George Fairweather 2 39 140 31 113 16 4 15
Philip Brown 4 - - - - 76 17 219
  177 293 142 236 102 24 343
Notes:

1.

Geoff Gaywood joined the Company’s scheme on 1 December 2001 and the Company has agreed to pay £50,000 per annum into the scheme to fund
the cost of providing pension benefits linked to his retirement age of 65.

2.

Pension contributions for Lyndon Cole and George Fairweather comprise payments to separate funded unapproved retirement benefits schemes; in addition related salary supplements were paid.

3.

Lyndon Cole resigned as a director and left employment of the Company on 5 July 2001. A payment of £103,682 was made under the terms of his funded unapproved retirement benefits scheme and this is included in his total pension contributions of £137,684 for 2001. In addition, related salary supplements were paid.

4.

Accrued benefits for Philip Brown include the value of unfunded unapproved retirement benefits arrangements.

Non-executive directors are not entitled to retirement benefits.

Directors' shareholdings

 

Ordinary shares
beneficial holdings

Redeemable B Shares
beneficial holdings

 

 

31.12.01

31.12.00*

31.12.01

31.12.00*

Geoff Gaywood 40,000   -   31,500   -
George Fairweather   21,200   21,200   -   -
Philip Brown   20,278   278   42,000   -
Jonathan Fry (Chairman)   65,240   65,240   -   -
Michael Hartnall   6,000   6,000   -   -
Rick McNeel   9,500   9,500   -   -
Edward Wilson   31,250   1,250   67,125   -

* or at date of appointment if later

Directors' share options

           

Ordinary shares under option

     

 

Option type

31.12.00

 

Lapsed/
cancelled
during
2001

Granted
during
2001

31.12.01

Exercise
price

Date from
which
exercisable

 

Expiry date

George Fairweather                            
    Performance Share Plan   153,024   (153,024)   -   -   1.0p   1.1.2001   2.5.2005
        150,744   -   -   150,744   1.0p   1.1.2002   14.10.2006
        189,304   -   -   189,304   1.0p   1.1.2003   11.4.2007
        -   -   262,312   262,312   1.0p   1.1.2004   31.1.2008
    Savings-Related Share Option Scheme   18,154   -   -   18,154   53.4p   1.6.2003   1.12.2003
                                 

 

Philip Brown

                           
    Performance Share plan   66,078   (66,078)   -   -   1.0p   1.1.2001   2.5.2005
        66,116   -   -   66,116   1.0p   1.1.2002   14.10.2006
        88,010   -   -   88,010   1.0p   1.1.2003   11.4.2007
        -   -   151,656   151,656   1.0p   1.1.2004   31.1.2008
    Savings-Related Share Option Scheme   18,154   -   -   18,154   53.4p   1.6.2003   1.12.2003
    Executive share options   26,713   -   -   26,713   168.5p   11.5.1996   11.5.2003
        28,204   -   -   28,204   184.8p   13.9.1997   13.9.2004
        36,957   -   -   36,957   152.5p   19.9.1998   19.9.2005
        43,756   -   -   43,756   132.8p   5.11.1999   5.11.2006

Summary particulars of the Group’s share option schemes are given in the notes to the financial statements.

The market price of ordinary shares at 31 December 2001 was 39 pence and the range during 2001 was 33 pence to 111 pence.

None of the directors had a beneficial interest in any contract of significance in relation to the business of the Company or its subsidiaries at any time during the financial year.

There has been no change in the directors’ shareholdings (all of which are beneficial) and their share options between the year end and 28 February 2002.



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