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:

• normal pension age of 60
  
  
• 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 directors equivalent to the entitlements which cannot be provided by the Company's scheme. During the year these were put on a funded basis for Lyndon Cole and George Fairweather in accordance with commitments made to them when they joined the Group; in addition, they are paid related salary supplements. Philip Brown's benefits are on an unfunded basis.

Directors' retirement benefits table

	Pension contributions 2000	Salary supplements 2000	Accrued benefits 31.12.00	Increases in accrued benefits 2000	Transfer value of increases in accrued benefits 2000
	£’000	£’000	£’000	£’000	£’000
Executive
Lyndon Cole 1	153	123	7	3	32
George Fairweather 1	140	113	12	3	24
Philip Brown 2	-	-	59	9	91
Mike Parker 2	-	-	6	6	224
	293	236	84	21	371

Notes:
1 Pension contributions for Lyndon Cole and George Fairweather comprise payments to separate funded unapproved retirement benefits schemes established during the year; in addition related salary supplements were paid. These arrangements are in accordance with commitments made to them when they joined the Group in October 1998 and February 1997 respectively, payments being made in respect of the period from joining until 31 December 2000.
2 Accrued benefits for Philip Brown and Mike Parker include the value of unfunded unapproved retirement benefits arrangements. Mike Parker elected to relinquish pension rights under his unfunded arrangements in return for cash of £527,774 of which £393,900 was paid to him during the year with the balance due on 31 December 2001.

Non-executive directors are not entitled to retirement benefits.

Directors' shareholdings

	Ordinary shares beneficial holdings
	31.12.00	31.12.99*
Lyndon Cole	143,704	143,704
George Fairweather	21,200	21,200
Philip Brown 1	278	278
Jonathan Fry (Chairman)	65,240	15,240
Michael Hartnall	6,000	6,000
Rick McNeel	9,500	9,500
Edward Wilson	1,250	1,250

*or at date of appointment if later

Note:
1 Philip Brown had £260 unsecured loan notes and 410 redeemable B shares at his date of appointment (nil at 31 December 2000).


Directors' share options

			Ordinary shares under option
	Option type	31.12.99*	Lapsed / cancelled during 2000	Granted during 2000	31.12.00	Exercise price	Date from which exercisable	Expiry date
Lyndon Cole	Performance Share Plan	214,876	-	-	214,876	1.0p	1.1.2002	14.10.2006
		-	-	269,841	269,841	1.0p	1.1.2003	11.4.2007
	Savings-Related Share Option Scheme	10,367	(10,367)	-	-	93.4p	1.12.2002	1.5.2003
		-	-	31,624	31,624	53.4p	1.6.2005	1.12.2005
George Fairweather	Performance Share Plan	119,768	(119,768)	-	-	1.0p	1.1.2000	9.5.2004
		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
	Savings-Related Share Option Scheme	10,354	(10,354)	-	-	94.2p	1.11.2001	1.4.2002
		-	-	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
	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 2000 was 111.0 pence and the range during 2000 was 60.8 pence to 111.5 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 year end and 28 February 2001.