|
|
The Remuneration Committee, which consists of all the independent non-executive
directors, was chaired in 2001/02 by David Wellings, the senior independent
director. It meets at least twice a year.
The prime purpose of the Remuneration Committee is to set the remuneration
policy for executive directors and senior managers and to ensure that
they are fairly rewarded for their individual contribution to the Group's
overall performance, having due regard to the interests of shareholders,
to the financial and commercial health of the Group and to the relevant
market place in which recruitment takes place.
As all members of the Remuneration Committee are independent non-executive
directors and therefore do not have any personal financial interest (other
than as shareholders) in matters decided by the Committee, it also follows
that no executive director or senior manager is involved in determining
his or her own remuneration.
The Remuneration Committee sets the remuneration of the Chairman of
the Board, and also of the Group Chief Executive after consulting the
Chairman. The remuneration of the other executive directors and certain
senior managers is set after consideration of recommendations made to
the Committee by the Group Chief Executive. The Committee also draws on
external professional advice on a regular basis and makes use of relevant
and reliable independent market surveys.
The remuneration of the non-executive directors is not within the remit
of the Remuneration Committee. Such remuneration is determined by the
executive component of the Board following a recommendation by the Chairman
after consideration of external comparisons.
The guiding principle of the Group's remuneration policy is to enable
the recruitment, retention and motivation of high quality executives by
providing fair reward both for the responsibilities they undertake and
the level of performance they achieve on behalf of shareholders.
The main components of remuneration are:
(a) Basic salary
The basic pay of each senior executive is intended to reflect the size
and scope of that executive's responsibilities. Basic pay is reviewed
annually, taking into account factors such as the level of performance
achieved, experience over time in the post, relevant external comparative
data and the general movement of basic pay within the Group.
(b) Annual bonus plan
Individual annual bonus targets are set each year to take account of the
role of the executive and current business plans. Annual bonus awards
for directors are based on the achievement of real growth in either operating
or pre-tax profit in the year. There is a cap set each year on such awards
and a threshold performance below which no payments are made. The bonus
rate increases after an intermediate target rate of profit growth, which
is set each year, is achieved.
(c) Share option schemes
The Remuneration Committee believes that share option schemes help increase
both the performance and focus of key executives. They are also an essential
tool for attracting and retaining individuals of high calibre. The policy
for all senior management, including executive directors, is to make phased
grants over a number of years, reflecting the responsibilities of the
individual and competitive practice. Options granted may be exercised
only in accordance with certain performance related criteria as detailed
in section 3 below.
It is the policy of the Remuneration Committee that all employees that
satisfy certain qualifying conditions should have the opportunity to participate
in the equity of the Company through a savings related share option scheme.
(d) Long term incentive plan ("LTIP")
The Remuneration Committee believes that, in addition to the provision
of share options, it is appropriate to operate a LTIP to encourage executive
directors, senior members of the divisional executive committees and certain
other executives with a similar level of responsibility, to meet long
term strategic and financial objectives set by the Board. The policy is
to make annual awards which take into account the relative responsibilities
of the participants. Vesting is dependent on the achievement of performance
conditions set by the Committee at the time the awards are made.
(e) Pensions for executive directors
The Company's UK based executive directors are offered membership of the
Signet Group Pension Scheme (the "Group Scheme"). The Group Scheme is
a funded, Inland Revenue approved, final salary, occupational pension
scheme. Pensionable salary is the member's basic salary, excluding all
bonuses. All Group Scheme benefits are subject to Inland Revenue limits.
Where such limitation is due to the Inland Revenue earnings cap the Signet
Group Funded Unapproved Retirement Benefit Scheme (the "FURBS") is used
to supplement pension benefits. For those UK based directors who are unable
to join the Group Scheme, equivalent payments are made to them.
The Group Chief Executive is a member of the Sterling Jewelers Inc.
401(k) Retirement Savings Plan and an unfunded, unqualified deferred compensation
plan and receives equivalent payments to the UK executive directors. Apart
from remuneration itself, there are certain other allied policy matters
which are the concern of the Remuneration Committee.
These are:
(a) Companies used for comparison
In assessing all aspects of pay and benefits, the Committee takes account
of the packages offered by similar companies. These companies are chosen
on the basis of turnover, profits, number of employees and the nature
and geographic spread of the business.
The companies used for comparative purposes include retail companies
publicly listed on the London Stock Exchange and speciality retailers
publicly listed in the US.
(b) Service contracts
It is the policy of the Remuneration Committee that the period of notice
to be given by the Group to terminate service contracts of executive directors
should not exceed one year and that, if it is necessary to grant a longer
period of notice when recruiting from outside the Group, this should reduce
to a maximum of one year after an initial period.
(c) Early termination
The Remuneration Committee believes that the circumstances of early termination
vary. Only in exceptional circumstances are explicit terms for compensation
for early termination included in contracts. Where no explicit compensation
terms are included, departing directors or senior managers are expected
to mitigate their loss within the framework of individual circumstances.
(d) Executive directors - outside appointments
The Group recognises the benefits to the individual and to the Group when
executive directors of the Company also act as non-executive directors
of other companies not associated with Signet. Subject to certain conditions,
executive directors are permitted to accept an appointment as a non-executive
director of another company. The executive director is permitted to retain
any fees paid for such service. Unless otherwise determined by the Board,
executive directors may not normally accept more than one such non-executive
directorship.
The total emoluments for directors of the Company and officers of the
Group, as listed in directors, officers and advisers,
for services in all capacities was £3,660,000 (2000/01: £4,164,000). Details
of the directors' emoluments are given in directors'
emoluments.
(i) Annual bonus plan
In 2001/02 the annual bonus of the Group Chief Executive was capped at
90.0% of base salary and that of the other executive directors at 60.0%.
The bonus payments of the Group Chief Executive and the Group Finance
Director were based on the increase in Group profit before tax for the
year (in the case of Chief Executive of the UK division; on the increase
in operating profit of that division). The potential rate of bonus increased
on a straight line basis up to a growth target of 10.0%, then an accelerated
rate applied until the maximum bonus could have been earned at 15.0% growth.
The bonus was only payable after profits increased by more than inflation.
(ii) Share option schemes and long term incentive plan
Share options granted to directors are set out below.
(a) Executive share option schemes
Options granted in September 1993 and November 1994 were subject to performance
related conditions which were met in April 1998.
The conditions set by the Remuneration Committee for exercise of options
granted in October 1997, April 1998, April 1999, May 2000 and May 2001
were based upon a post inflation minimum growth in earnings per share
of 10.0% over any consecutive three year period.
These conditions have been met in respect of the options granted in
October 1997, April 1998 and April 1999. Options granted under the executive
share option schemes are normally only exercisable between three and ten
years from the date of grant, after which the options lapse.
(b) Employee share schemes
In 1998/99 the Group introduced an Inland Revenue approved savings related
share option scheme for UK employees (the "Sharesave Scheme"), a US section
423 Plan (the "Employee Stock Savings Plan") and a savings related share
option scheme for employees in the Republic of Ireland (the "Irish Sharesave
Scheme"). These schemes give those employees with qualifying service the
opportunity to participate in the equity of the Company, with the aim
of aligning the interests of employees with those of shareholders.
The options granted under the Sharesave Scheme and the Irish Sharesave
Scheme are normally exercisable between 36 and 42 months from the date
of the relevant savings contract. Options were granted under these schemes
at a price approximately 20% below the middle market price of the shares
on the London Stock Exchange on the dealing day prior to the date that
employees were invited to participate in them.
The options granted under the Employee Stock Savings Plan, which is
for employees in the US, are normally exercisable between 24 and 27 months
from the date of grant, such date being the first business day of any
period during which savings may be accumulated under a savings contract.
The options under this plan were granted at a price approximately 15%
below the middle market price of the shares on the London Stock Exchange
on the date of grant. The period of exercise and the discount allowed
vary from the UK due to different legal regulations in the US.
(c) Long term incentive plan
Shareholders gave approval, in June 2000, to the Signet Group plc 2000
Long Term Incentive Plan ("2000 LTIP"). In 2000/01 and 2001/02 awards
under this plan were made to the Group Chief Executive, the Group Finance
Director and the Chief Executive of the UK division.
All these awards are subject to fulfilment of minimum performance conditions
set at the time of the award as to:
- compound annual growth in the profit before tax of the Group (or,
in the case of the Chief Executive of the UK division, the operating
profit of the UK division) ("Profit Growth") and
- the return on capital employed ("ROCE") of the Group (or, in the case
of the Chief Executive of the UK division, the ROCE of the UK division)
in each case over a fixed period of three successive financial years
starting with the one in which the award was made. Nothing will be payable
under an award unless both minimum performance conditions are achieved.
The minimum Profit Growth is set at a threshold level based on inflation.
If the performance conditions are achieved the award will vest and its
value will depend on the extent to which the minimum performance conditions
are exceeded:
- if Profit Growth exceeds the minimum threshold inflation level, the
amount of the award will be calculated on a straight line basis from
that level up to a specified inflection point, at which point 37.5%
of the award will vest, and then at an accelerated rate on a straight
line basis up to the maximum set for the particular participant. This
maximum is equal to a specified percentage of his base salary at the
time at which the award vests. For the 2000 and 2001 awards the maximum
award for the Group Chief Executive is equal to 70.0% of base salary
at vesting, and for the Group Finance Director and the Chief Executive
of the UK division to 50.0% of base salary at vesting.
- if the minimum threshold inflation level of Profit Growth is achieved
but the maximum award has not been earned by reference to Profit Growth,
then, in addition to the percentage of base salary which has been earned
on the above basis, the amount of the award earned on the basis of Profit
Growth may be increased on the basis of the ROCE increase. In the case
of the Group Chief Executive, for each 0.5% by which the ROCE exceeds
the level specified in the award, the amount of the award would increase
by an amount equal to 5.0% of base salary (at vesting) up to a maximum
increase equal to 35.0% of such base salary for the 2000 and 2001 awards.
Similarly in the case of the Group Finance Director, for each 0.5% by
which the ROCE exceeds the specified level the amount of the award would
increase by an amount equal to 3.0% of such base salary up to a maximum
increase equal to 25.0% of such base salary. In the case of the Chief
Executive of the UK division, for every 0.5% by which the ROCE exceeds
the specified level the amount of the award would increase by an amount
equal to 2.0% of such base salary up to a maximum increase equal to
25.0% of such base salary. In no event, however, can any such increase
result in the applicable maximum award amount stated in the preceding
paragraph being exceeded.
The table below shows the percentages and the inflection
points which have been specified for the existing awards and indicates
the relevant profits and ROCE to be used for measurement in the case of
each participant.
When the performance conditions have been satisfied 50.0% of the amount
which vests will be payable in cash and the other 50.0% will consist of
the grant of an option to acquire ordinary shares in the Company for a
nominal amount, the number determined by using the middle market price
on the day preceeding the grant of the award. For the 2000/01 and 2001/02
awards, the share price that will be divided into the 50.0% award amount
in order to calculate the number of ordinary shares to be placed under
option, is 55.25p and 74.75p respectively, being the middle market price
of the Company's ordinary shares on the London Stock Exchange on the dealing
day preceding the grant of the awards. Participants can normally exercise
their option at any time after vesting, until the tenth anniversary of
the grant of the award.
Until the introduction of the 2000 LTIP, the only director who had been
entitled to participate in a LTIP was Terry Burman, who became a director
of the Company in 1996. His entitlement to a LTIP was included in his
service contract on his recruitment as Chief Executive Officer of the
Group's US division in 1995, having been negotiated as part of the remuneration
package which was considered necessary to recruit him. The terms of the
LTIP were similar to the 2000 LTIP (including the maximum award of 70.0%
of base salary) except that the whole of the vested award is payable in
cash. Awards are dependent on the performance of the Group's US division
(the LTIP performance criteria are shown in the first figures column of
the table below). Full details of the LTIP are available for inspection
together with the Group Chief Executive's service contract, as mentioned
in the notes to the notice of the annual general meeting, at the registered
office of the Company during normal business hours on any weekday (except
Saturdays and public holidays) from the date of the notice of the annual
general meeting until the date of the meeting and also at the place of
the meeting for 15 minutes prior to and during the meeting.
|
| LTIP performance criteria |
| |
|
1999/00 award |
|
2000/01 award
|
|
2001/02 award
|
|
|
|
|
|
|
|
|
|
|
|
US(1) |
|
Group(2) |
|
UK(3) |
|
Group(2) |
|
UK(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Minimum performance for any vesting
|
|
|
|
|
|
|
|
|
|
|
|
|
| Profit measure |
|
|
|
| ROCE measure |
|
17.5% |
|
20.5% |
|
25.0% |
|
20.5% |
|
32.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Profit growth performance measure
|
| Profit growth rate Inflection
point |
|
10.0% |
|
10.0% |
|
10.0% |
|
10.0% |
|
10.0% |
|
| Profit growth rate required
for maximum vesting |
|
15.0% |
|
15.0% |
|
15.0% |
|
15.0% |
|
15.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ROCE performance measure |
| Specified ROCE required |
|
17.5% |
|
22.5% |
|
27.0% |
|
22.5% |
|
34.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) For Group Chief Executive granted when
he was US Chief Executive. |
| (2) For Group Chief Executive and Group
Finance Director. |
| (3) For Chief Executive of UK division.
|
It is anticipated that in 2002/03 awards under the 2000 LTIP will be
made to the Group Chief Executive, the Group Finance Director and the
Chief Executive of the UK division, together with certain other senior
executives.
(iii) Service contracts
The Group Chief Executive has a service contract with a US subsidiary
which can be terminated on one year's notice in writing by either party.
The Group Finance Director and the Chief Executive of the UK division
each have a service contract with the Company which can be terminated
on one year's notice in writing by either party. The service contracts
for the Group Chief Executive and the Group Finance Director provide for
liquidated damages in the case of early termination by the Group or change
of control. The amount of damages does not exceed their annual remuneration
excluding outstanding share options and LTIP awards. Entitlement to any
share options or LTIP awards is governed by the rules of the relevant
scheme. The service contract for the Chief Executive of the UK division
does not provide for liquidated damages. The contracts contain confidentiality
and non-competition clauses.
The Chairman has a letter of appointment which can be terminated in writing
by either party on reasonable notice. No non-executive director has a
service contract with the Company.
(iv) Company pension
The main features of the Group Scheme are:
(a) a normal pension age of 60;
(b) pension at normal pension age of two-thirds of final pensionable salary,
subject to completion of 20 years' service;
(c) life assurance cover of four times pensionable salary; and
(d) spouse's pension on death.
Directors' emoluments
Details of directors' emoluments for the year ended 2 February 2002 were
as follows:
|
|
|
|
Basic salary
or fees |
|
Benefits(1)
|
|
Bonuses
|
|
LTIP |
|
Total emoluments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 |
|
2001 |
|
2002 |
|
2001 |
|
2002 |
|
2001 |
|
2002 |
|
2001 |
|
2002 |
|
2001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£000 |
|
£000 |
|
£000 |
|
£000 |
|
£000 |
|
£000 |
|
£000 |
|
£000 |
|
£000 |
|
£000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Executive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| James McAdam (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Chairman |
|
286 |
|
465 |
|
22 |
|
20 |
|
270 |
|
279 |
|
— |
|
— |
|
578 |
|
764 |
|
| Walker Boyd |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Group Finance Director |
|
268 |
|
251 |
|
16 |
|
16 |
|
70 |
|
153 |
|
— |
|
— |
|
354 |
|
420 |
|
| Terry Burman (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Group Chief Executive |
|
735 |
|
652 |
|
32 |
|
29 |
|
288 |
|
604 |
|
520 |
|
470 |
|
1,575 |
|
1,755 |
|
| Ian Dahl |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Chief Executive of UK
division |
|
262 |
|
244 |
|
18 |
|
18 |
|
159 |
|
149 |
|
— |
|
— |
|
439 |
|
411 |
|
| Non-executive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Lee Abraham |
|
31 |
|
26 |
|
— |
|
|
|
— |
|
|
|
— |
|
— |
|
31 |
|
26 |
|
| Robert Blanchard (4) |
|
31 |
|
8 |
|
— |
|
|
|
— |
|
|
|
— |
|
— |
|
31 |
|
8 |
|
| Brook Land |
|
31 |
|
26 |
|
— |
|
|
|
— |
|
|
|
— |
|
— |
|
31 |
|
26 |
|
| David Supino (5) |
|
|
|
18 |
|
— |
|
|
|
— |
|
|
|
— |
|
— |
|
— |
|
18 |
|
| David Wellings |
|
31 |
|
26 |
|
— |
|
|
|
— |
|
|
|
— |
|
— |
|
31 |
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
1,675 |
|
1,716 |
|
88 |
|
83 |
|
787 |
|
1,185 |
|
520 |
|
470 |
|
3,070 |
|
3,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
Benefits incorporate all benefits arising from employment
by the Group, which relate in the main to the provision of a company
car, disability insurance and private health insurance. |
| (2) |
James McAdam was entitled to a pro rata bonus for
the period up to 31 March 2001 when he ceased to be a full-time executive.
In 2001/02 the Remuneration Committee awarded James McAdam a bonus
of £250,000 in recognition of their inability to grant him his full
entitlement of long term incentive awards during his period as Group
Chief Executive, because of considerations relating to, and the timing
of, the Group's share capital reconstruction. |
| (3) |
Terry Burman was appointed Group Chief Executive
with effect from 28 March 2000, in addition to his role as US divisional
Chief Executive. His emoluments are specified in US dollars and an
average exchange rate of US$1.44 was used (2000/01: US$1.49). The
LTIP payments in 2000/01 and 2001/02 were the maximum payable as the
performance exceeded the target criteria laid down. |
| (4) |
From his appointment on 6 September 2000. |
| (5) |
Until his resignation on 6 September 2000. |
The figures above represent emoluments earned as directors
during the relevant financial year. Such emoluments are paid in the same
financial year with the exception of bonuses and payments under the LTIP,
which are paid in the year following that in which they are earned.
Pension benefits under the Group Scheme are accruing to the Group Finance
Director and the Chief Executive of the UK division. The increase in accrued
pension during the year, excluding any increase for inflation, for the
Group Finance Director was £3,768 and for the Chief Executive of the UK
division was £3,265. The transfer value of the increase, calculated on
the basis of actuarial advice in accordance with the Actuarial Guidance
Note GN 11, for the Group Finance Director was £39,959 and for the Chief
Executive of the UK division was £46,720. The accumulated total accrued
pension entitlement at 2 February 2002, which would be paid annually on
retirement based on service to the end of the year and excluding any increase
for inflation, was £31,140 for the Group Finance Director and £7,155 for
the Chief Executive of the UK division. No Additional Voluntary Contributions
were made. In addition, a supplement of £34,540 (2000/01: £31,930) was
paid by the Company to the FURBS in respect of the Group Finance Director,
and £33,457 (2000/01: £30,805) in respect of the Chief Executive of the
UK division, to take account of the Inland Revenue earnings cap. Life
assurance contributions for the Group Finance Director totalled £1,756
(2000/01: £1,507) and for the Chief Executive of the UK division £3,536
(2000/01: £2,339).
Until the Chairman's change of role on 31 March 2001 pension provision
for him was made outside the Group Scheme. The amount paid in respect
of his pension provision to 31 March 2001 and his life assurance in the
period was £42,933 (2000/01: £161,976).
The Group Chief Executive is a member of the Sterling Jewelers Inc.
401(k) Retirement Savings Plan and an unfunded, unqualified deferred compensation
plan. Contributions made by Signet's US division in respect of the Group
Chief Executive during the period total £1,771 (2000/01: £1,610) and £144,061
(2000/01: £104,951 respectively.
The middle market price of a Signet ordinary share on the London Stock
Exchange was 103.5p on 2 February 2002 and was 66.75p on 27 January 2001.
During the 53 weeks ended 2 February 2002, the middle market prices on
the London Stock Exchange ranged between a low of 53.0p and a high of
111.0p. On 10 April 2002 the middle market price was 125.5p.
At 27 January 2001, the start of the financial year, and 10 April 2002,
according to the register kept by the Company under section 325 of the
Companies Act 1985, the directors had interests in the ordinary shares
of the Company as indicated in the table below,
and, save as stated in the notes below the table, all interests were beneficial
interests. As explained above the value of the 2000/01
and 2001/02 awards, under the 2000 LTIP, that vest will depend upon the
extent to which the performance conditions have been fulfilled and are
also capped by reference to a percentage of the holder's basic salary
at that time. The number of shares to be comprised in such options (which
will be exercisable by payment of a nominal amount by the holder) will
therefore not be known until the award vests and so are not included in
the LTIP performance criteria table. In addition,
Walker Boyd, James McAdam and Ian Dahl were, at 27 January 2001 and 2
February and 10 April 2002, in common with all other UK employees of the
Group with more than six months' service, deemed to have an interest in
the ordinary shares held by the QUEST (3,797,087 held on 27 January 2001,
395,528 on 2 February and 268,225 on 10 April 2002), although none of
them had been granted any specific interest in such shares beyond their
interests as holders of options under the Sharesave Scheme as set out
in the table. The changes in interests for Walker Boyd, Ian Dahl and James
McAdam between 2 February 2002, the end of the financial year, and 10
April 2002 are set out in notes (b), (d) and (h) below the following table.
Except as set out in the following table, no director nor any member
of any director's immediate family had an interest in, or was granted
or exercised any right to subscribe for, shares or debentures of the Company
or any subsidiary, nor did any such right to subscribe lapse during the
financial year, nor was there any change between the end of the financial
year and 10 April 2002 in the interests of any director of the Company
disclosed to the Company under the provisions of section 324 (duty of
directors to disclose shareholdings in own company) as extended by section
328 (extension of section 324 to spouses and children) of the Companies
Act 1985 nor in any right to subscribe for shares in, or debentures of,
the Company.
The Company's register of directors' interests,
which is open to inspection at the registered office, contains full details
of directors' shareholdings and share options.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Director |
|
|
|
Number of
ordinary shares |
|
Number of
ordinary shares
under option |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
At start |
|
At 10 |
|
At start |
|
Granted |
|
Exercised |
|
At 10 |
|
Exercise |
|
Date from |
|
Expiry |
|
| |
|
|
|
of year |
|
April 2002 |
|
of year |
|
|
|
|
|
April 2002 |
|
price |
|
exercisable(k) |
|
date(k) |
|
|
|
| Lee Abraham |
|
|
|
75,000 |
|
75,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
|
| Robert Blanchard |
|
|
|
— |
|
6,360 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
|
| Walker Boyd |
|
|
|
60,000 |
|
433,495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
— |
|
— |
|
200,000 |
|
— |
|
(200,000) |
|
— |
|
32.50p |
|
16.4.98 |
|
20.9.03 |
|
|
|
(a) |
|
— |
|
— |
|
127,907 |
|
— |
|
(127,907) |
|
— |
|
21.50p |
|
16.4.98 |
|
3.11.04 |
|
|
|
(b) |
|
— |
|
— |
|
1,637,037 |
|
— |
|
(800,000) |
|
837,037 |
|
33.75p |
|
6.10.00 |
|
6.10.07 |
|
|
|
|
|
— |
|
— |
|
745,665 |
|
— |
|
— |
|
745,665 |
|
43.25p |
|
28.4.01 |
|
28.4.08 |
|
|
|
(c) |
|
— |
|
— |
|
45,588(j) |
|
— |
|
(45,588) |
|
|
|
21.25p |
|
1.1.02 |
|
1.7.02 |
|
|
|
|
|
— |
|
— |
|
429,648 |
|
— |
|
— |
|
429,648 |
|
49.75p |
|
10.4.02 |
|
1.4.09 |
|
|
|
|
|
— |
|
— |
|
611,842 |
|
— |
|
— |
|
611,842 |
|
57.00p |
|
8.5.03 |
|
8.5.10 |
|
|
|
|
|
— |
|
— |
|
— |
|
179,401 |
|
— |
|
179,401 |
|
75.25p |
|
2.5.04 |
|
2.5.11 |
|
|
|
|
|
— |
|
— |
|
— |
|
19,000(j) |
|
— |
|
19,000 |
|
50.00p |
|
1.1.05 |
|
1.7.05 |
|
|
|
|
|
|
|
60,000 |
|
433,495 |
|
3,797,687 |
|
198,401 |
|
(1,173,495) |
|
2,822,593 |
|
46.48p(i) |
|
|
|
|
|
|
|
| Terry Burman |
|
|
|
124,020 |
|
307,506 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
— |
|
— |
|
3,256,880 |
|
— |
|
(3,256,880) |
|
— |
|
$0.55 |
|
6.10.00 |
|
6.10.07 |
|
|
|
|
|
— |
|
— |
|
1,968,122 |
|
— |
|
— |
|
1,968,122 |
|
$0.72 |
|
28.4.01 |
|
28.4.08 |
|
|
|
|
|
— |
|
— |
|
1,094,239 |
|
— |
|
— |
|
1,094,239 |
|
$0.80 |
|
10.4.02 |
|
1.4.09 |
|
|
|
|
|
— |
|
— |
|
2,217,280 |
|
— |
|
— |
|
2,217,280 |
|
$0.87 |
|
8.5.03 |
|
8.5.10 |
|
|
|
|
|
— |
|
— |
|
14,760(j) |
|
— |
|
— |
|
14,760 |
|
$0.64 |
|
9.11.02 |
|
9.2.03 |
|
|
|
|
|
— |
|
— |
|
— |
|
496,289 |
|
— |
|
496,289 |
|
$1.08 |
|
2.5.04 |
|
2.5.11 |
|
|
|
|
|
|
|
124,020 |
|
307,506 |
|
8,551,281 |
|
496,289 |
|
(3,256,880) |
|
5,790,690 |
|
$0.82(i) |
|
|
|
|
|
|
|
| Ian Dahl |
|
(d) |
|
— |
|
10,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
— |
|
434,211 |
|
— |
|
— |
|
434,211 |
|
57.00p |
|
8.5.03 |
|
8.5.10 |
|
|
|
|
|
— |
|
— |
|
— |
|
352,159 |
|
— |
|
352,159 |
|
75.25p |
|
2.5.04 |
|
2.5.11 |
|
|
|
|
|
|
|
— |
|
10,000 |
|
434,211 |
|
352,159 |
|
— |
|
786,370 |
|
65.17p(i) |
|
— |
|
— |
|
|
|
| Brook Land |
|
|
|
25,000 |
|
25,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
|
| James McAdam |
|
(e) |
|
131,500 |
|
177,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(f) |
|
— |
|
— |
|
1,475,000 |
|
— |
|
(1,475,000) |
|
— |
|
32.50p |
|
16.4.98 |
|
20.9.03 |
|
|
|
(g) |
|
— |
|
— |
|
2,905,556 |
|
— |
|
(2,905,556) |
|
— |
|
33.75p |
|
6.10.00 |
|
6.10.07 |
|
|
|
|
|
— |
|
— |
|
1,075,145 |
|
— |
|
— |
|
1,075,145 |
|
43.25p |
|
28.4.01 |
|
28.4.08 |
|
|
|
(h) |
|
— |
|
— |
|
45,588(j) |
|
— |
|
(45,588) |
|
— |
|
21.25p |
|
1.1.02 |
|
1.7.02 |
|
|
|
|
|
— |
|
— |
|
869,347 |
|
— |
|
— |
|
869,347 |
|
49.75p |
|
10.4.02 |
|
1.4.09 |
|
|
|
|
|
— |
|
— |
|
— |
|
19,000(j) |
|
— |
|
19,000 |
|
50.00p |
|
1.1.05 |
|
1.7.05 |
|
|
|
|
|
|
|
131,500 |
|
177,088 |
|
6,370,636 |
|
19,000 |
|
(4,426,144) |
|
1,963,492 |
|
46.19p(i) |
|
— |
|
— |
|
|
|
| David Wellings |
|
|
|
32,500 |
|
32,500 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
|
No options lapsed during the year.
| (a) |
Exercised on 17 January 2002,
when the market price was 103.5p. |
| (b) |
800,000 of these options
were exercised on 8 February 2002, when the market price was 102.25p.
|
| (c) |
Exercised on 8 January 2002,
when the market price was 101p. |
| (d) |
Ian Dahl acquired 10,000
Ordinary Shares on 8 February 2002. |
| (e) |
22,000 of those ordinary
shares held were, at each date, held by James McAdam's wife in trust
for their grandchildren and, while James McAdam is taken to have an
interest in them for Companies Act purposes, neither he nor his wife
has a beneficial interest in them. |
| (f) |
Exercised on 19 April 2001,
when the market price was 69.75p. |
| (g) |
1,525,000 exercised on 19
April 2001, when the market price was 69.75p, and 1,380,556 exercised
on 17 January 2002, when the market price was 103.5p. |
| (h) |
Exercised on 7 March 2002,
when the market price was 113p. |
| (i) |
These are weighted averages
of the exercise prices per share for the shares under option at 10
April 2002 and exclude the 2000 and 2001 awards under the 2000 LTIP.
|
| (j) |
The options above were all
granted under the 1983 Scheme or the 1993 Scheme except those marked
(j) which were granted under the terms of the Sharesave Scheme or,
in the case of Terry Burman, the Employee Stock Savings Plan. |
| (k) |
The dates from which options
are exercisable and the expiry dates are the dates which normally
apply. Other dates apply in certain circumstances, such as an option
holder ceasing to be employed. |
The aggregate amount of gains made
by the three directors on the exercise of options during the year amounted
to £4,476,654 (2000/01: £9,597).
|
