For part of the year John Sunderland was Executive Chairman
and participated in the incentive plans as described in this
report. On 24 August 2005, he retired from the Company and
became Non-Executive Chairman. His remuneration reduced
accordingly to an annual rate of £375,000, and he did not
participate in any bonus or incentive plans from that date.
He was provided with a car and driver, office and secretarial
support for the whole year.With effect from June 2006,
this support will be reduced to three days per week.
The Non-Executive Directors do not have service contracts
with the Company. We normally appoint Non-Executive
Directors for an initial period of three years but John
Sunderland's initial term as Non-Executive Chairman is for one year only and expires on 24 August 2006. Unless otherwise
determined by the Board the maximum term for a Non-Executive Director is nine years. Fees for Non-Executive
Directors are determined by the Board as a whole within the
limits set by the Articles of Association. To ensure that the
interests of the Non-Executive Directors are aligned with
those of the shareowners, all Non-Executive Directors (except
John Sunderland) have chosen to utilise a percentage of their
fees (between 50% and 60%) to purchase shares in the
Company, which are bought within five business days of each
relevant payment. Each Non-Executive Director has undertaken
to hold such shares during the term of his or her appointment.
