Directors' remuneration report
Performance Share and Super-performance Share awards
These are awards of shares which are transferred to the participant subject to forfeiture in certain circumstances. Awards are subject to a performance condition determining whether awards vest. Non-vested shares are forfeited.
(a) Performance Shares Awards of Performance Shares were made during the year. Performance Shares vest based on the Company's "percentage rank" by total shareholder return for the three years from grant (averaged over a 60 day period) compared to a comparator group. This group consists of the FTSE 100 Index constituents at the grant date (adjusted for mergers, demergers and delistings during the performance period). A company's percentage rank is its rank in the comparator group divided by the number of companies in the group at the end of the performance period expressed as a percentage. At a percentage rank below 50% no shares vest. At a rank of 50%, 35% of the shares vest and at 75% all the shares vest. Between these points shares vest pro rata. This condition was chosen to align the interests of participants and shareholders by linking remuneration to shareholder returns relative to a comparator index of which the Company is a constituent. The Committee will determine whether the condition has been met based on calculations prepared by the Committee's remuneration advisers.
| Year of grant |
Held at 1 April 2006 |
(note 2) Adjustment during the year |
Granted during the year |
Vested during the year |
Lapsed during the year |
Held at 31 March 2007 |
Market price on date of grant £ |
Date of vesting |
|
|---|---|---|---|---|---|---|---|---|---|
| P E Yea | 2004 | 176,840 | (27,207) | – | – | – | 149,633 | 5.73 | 21.07.07 |
| 2005 | 90,484 | (13,921) | – | – | – | 76,563 | 6.98 | 14.07.08 | |
| 2006 | – | – | 36,537 | – | – | 36,537 | 8.60 | 20.07.09 | |
| 267,324 | (41,128) | 36,537 | – | – | 262,733 | ||||
| S P Ball | 2005 | 25,134 | (3,867) | – | – | – | 21,267 | 6.98 | 14.07.08 |
| 2006 | – | – | 22,734 | – | – | 22,734 | 8.60 | 20.07.09 | |
| 25,134 | (3,867) | 22,734 | – | – | 44,001 | ||||
| M J Queen | 2003 | 42,238 | – | – | (25,765) | (16,473) | – | 5.56 | 24.06.06 |
| 2004 | 88,145 | (13,561) | – | – | – | 74,584 | 6.03 | 23.06.07 | |
| 130,383 | (13,561) | – | (25,765) | (16,473) | 74,584 | ||||
| Note The market price on date of vesting of Mr Queen’s award, shown above, was £8.97. The award was granted on 25 June 2003. |
|||||||||
| Held at 1 April 2006 |
Issued during the year (on 17 July 2006) |
Vested during the year |
Lapsed during the year |
Held at 31 March 2007 |
Date of vesting |
|
|---|---|---|---|---|---|---|
| P E Yea | – | 176,840 | – | – | 176,840 | 21.07.07 |
| – | 90,484 | – | – | 90,484 | 14.07.08 | |
| – | 267,324 | – | – | 267,324 | ||
| S P Ball | – | 25,134 | – | – | 25,134 | 14.07.08 |
| – | 25,134 | – | – | 25,134 | ||
| M J Queen | – | 88,145 | – | – | 88,145 | 23.06.07 |
| – | 88,145 | – | – | 88,145 |
- The fair values of Performance Share awards made in the year were as follows: Mr P E Yea, £182,250 and Mr S P Ball, £113,400. These fair values were calculated by the Committee's remuneration adviser using a Monte Carlo simulation based on appropriate assumptions. The fair value of the Performance Shares awarded during the year was calculated as being 58% of the market value at the date of award of the shares subject to the award.
- Shares held at 1 April 2006 were ordinary shares of 531/8p each. "Adjustment during the year" refers to the change in the number of shares in the award resulting from the consolidation of the Company's share capital on 17 July 2006. Shares held at 31 March 2007 are ordinary shares of 6269/88p each and B shares (cumulative preference shares of 1p each).
- During the year, ordinary dividends on Performance Share awards were re-invested net of tax in further Company shares (as in previous years). These shares, which are in addition to the above Performance Share awards, are required to be held for the remaining vesting period to which they relate, but are not forfeitable.Such shares attributable to Directors during the year were as follows: Mr P E Yea, 3,082 shares; Mr S P Ball, 386 shares; and Mr M J Queen, 936 shares.
| Annual percentage compound growth in net asset value per share with dividends re-invested, relative to the annual percentage change in RPI |
Percentage of the grant vesting |
|---|---|
| Below RPI +10 percentage points | 0% |
| At least RPI +10 percentage points | 25% |
| At levels of performance between RPI +10 percentage points and RPI +13.5 percentage points | |
| the grant will vest pro rata (between 25 per cent and 50 per cent of the grant) | |
| At least RPI +13.5 percentage points | 50% |
| At levels of performance between RPI + 13.5 percentage points and RPI +17 percentage points | |
| the grant will vest pro rata (between 50 per cent and 100 per cent of the grant) | |
| At least RPI +17 percentage points | 100% |
The performance condition was chosen to add to the mix of long-term incentives a further incentive to achieve outstanding levels of shareholder returns. The Committee will determine whether the condition has been met based on calculations independently reviewed by the Company's auditors.
| Held at 1 April 2006 |
Granted during the year |
Vested during the year |
Held at 31 March 2007 |
Market price on date of grant £ |
Date of vesting |
|
|---|---|---|---|---|---|---|
| P E Yea | – | 133,261 | – | 133,261 | 9.69 | 29.11.11 |
| – | 25,000 | – | 25,000 | 11.44 | 29.03.12 | |
| – | 158,261 | – | 158,261 | |||
| S P Ball | – | 84,264 | – | 84,264 | 9.69 | 29.11.11 |
| – | 15,000 | – | 15,000 | 11.44 | 29.03.12 | |
| – | 99,264 | – | 99,264 | |||
| M J Queen | – | 82,559 | – | 82,559 | 9.69 | 29.11.11 |
| – | 82,559 | – | 82,559 |
- The fair values of Super-performance Share awards made in the year were as follows: Mr P E Yea, £362,780, Mr S P Ball, £227,268 and Mr M J Queen, £184,000. These fair values were calculated by the Committee's remuneration adviser using a Monte Carlo simulation based on appropriate assumptions. The fair value of the Super-performance Shares awarded during the year was calculated as being 23% of the market value at the date of award of the shares subject to the award.
- Dividends on Super-performance Share awards paid during the three-year performance period are waived and not re-invested.