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Annual Review and
Summary Financial Statement 2005
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Corporate Governance

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  Base
Salary
£000
Allowances(a)
£000
Other
Benefits(b)
£000
AIP/BSRP(c)
£000
2005
total
£000
2004
total
£000
Ken Hanna (b) 519 180 8 671 1,378 1,037
Bob Stack (d) 419 257 87 623 1,386 1,145
Todd Stitzer (d) 783 284 187 1,127 2,381 2,148
John Sunderland (e) 614 146 9 573 1,342 1,721
Total 2,335 867 291 2,994 6,487 6,051

Notes to table above
  1. The majority of the amount shown as Allowances for expatriate Directors (Bob Stack and Todd Stitzer) relates to income tax payments. As taxation rates in the US are lower than in the UK, US tax payers are protected from a higher tax burden by means of a tax equalisation programme funded by the Company. Under this programme, the Group pays an amount equal to the incremental tax resulting from the assignment of the Director to the UK. This ensures that they are not penalised financially by accepting roles of an international nature which would result in higher taxation costs than would have been the case if they had remained in their home country. Due to the nature of taxation payments, some of the amounts shown are in respect of previous financial years. For all Directors, Allowances include flexible benefits and pension allowances. Ken Hanna's Allowances include an amount equal to 30% of his base salary in lieu of a pension contribution.
  2. Other Benefits include car allowances and, for expatriates, housing support and other allowances necessary to ensure that they are not penalised financially by accepting roles of an international nature which result in higher costs than would have been the case if they had remained in their home country.
  3. The total Annual Incentive Plan award shown was awarded in respect of 2005 performance and invested in the Bonus Share Retention Plan on March 2006 by each eligible Director. The amount shown includes the service related matching award to be awarded under the Bonus Share Retention Plan to each Director.
  4. Todd Stitzer's and Bob Stack's base salaries are calculated in US dollars as follows: Todd Stitzer - salary US$1,426,923 ; Bob Stack - salary US$763,654.
  5. John Sunderland was an Executive Director until 25 August 2005 when he became a Non-Executive. His remuneration prior to that date is shown above, and since that date is shown in the table overleaf. His total remuneration for the year (including notional gains on share plans) was £3,513,000. Most of this remuneration is notional or actual gains on the exercise of share options. All of John Sunderland's share options must be exercised by 24 August 2006.
  6. Bob Stack, Todd Stitzer and John Sunderland made notional gains of £429,322, £265,705 and £2,038,731 respectively on the exercise of share options in 2005. No other Director made a gain on the exercise of share options.
  7. A total of £32,000 was paid to pension schemes in respect of past Director's qualifying services.