Audited information

Directors' emoluments
Salary/fee1
£000
Cash allowance2
£000
Benefits3
£000
Dividend equivalents
£000
Bonus4
£000
Total 2013
£000
Total 2012
£000
Chairman    
Robert Swannell 450 20 470 451
Chief Executive Officer    
Marc Bolland 975 297 40 193 414 1,919 1,682
Executive directors    
John Dixon 581 162 26 65 273 1,107 891
Steve Rowe5 263 74 21 11 110 479
Steven Sharp 679 170 36 75 265 1,225 1,065
Alan Stewart 570 143 33 15 246 1,007 905
Laura Wade-Gery 544 153 7 23 235 962 1,377
Non-executive directors    
Vindi Banga 70 70 41
Miranda Curtis 70 70 12
Jeremy Darroch 85 85 85
Martha Lane Fox 70 70 70
Andy Halford 18 18
Steven Holliday 85 85 85
Jan
du Plessis
100 100 73
Directors retiring from the Board during the year    
Kate Bostock5 306 97 12 67 482 780
  1. Executive director salary increases, where applicable, were effective from 1 January 2013 as set out in the Salary section and in the Contracts table of the Unaudited report. John Dixon and Steve Rowe received salary increases on appointment to their new roles on 1 October 2012 as described in the Unaudited report.
  2. The elements included in the Cash allowance column of the table include pension supplement and car allowance, as applicable to each director and are described in the Unaudited report.
  3. The elements included in the Benefits column of the table include car, driver and life assurance, as applicable to each director and are described in the Unaudited report.
  4. For executive directors, 50% of the total bonus earned is paid in cash as shown in the table above. The remaining 50% is deferred into shares which will be granted in June 2013. The total bonus earned by each executive director is shown in the ‘single figure’ of remuneration table.
  5. The amounts for Steve Rowe and Kate Bostock reflect their periods of service as executive directors. For Steve Rowe, his total bonus earned in 2012/13 was £441,000 of which £220,500 was earned as an executive director. For Kate Bostock, the 2012 total reflects a £164,000 reduction to the total shown in last year’s report as no payment was made under the 2011/12 Annual Bonus Scheme.
Total 4,866 1,096 195 449 1,543 8,149 7,517

Directors' pension information

a) Pension benefits

John Dixon and Steve Rowe are deferred members of the Company’s Defined Benefit Pension Scheme. Details of the pension accrued by them during the year ended 30 March 2013 are shown below:

Age as at
30 March
2013
Accrued pension entitlement
as at
31 March
2012
£000
Accrued pension entitlement
as at
30 March
2013
£000
Increase in accrued pension during the period1
£000
Increase in accrued pension during the period net of inflation1
£000
Transfer value of accrued pension
as 31 March
2012
£000
Transfer value of accrued pension
as at 30 March
2013
£000
Increase in transfer value during the period1
£000
Increase in transfer value during the period net of inflation 1
£000
John Dixon 45 130 133 3 1,830 2,099 269
Steve Rowe 45 138 141 3 1,965 2,251 286
  1. The period is from 31 March 2012 to 30 March 2013.

The accrued pension entitlement is the deferred pension amount that the director would receive at age 60 if he left the Company on 30 March 2013. The Listing Rules require this to be disclosed excluding inflation.

All transfer values have been calculated on the basis of actuarial advice in accordance with the current Transfer Value Regulations. The transfer values of the accrued entitlement represent the value of the assets that the pension scheme would transfer to another pension provider on transferring the scheme’s liability in respect of the director’s pension benefits. They do not represent sums payable to the director and therefore cannot be added meaningfully to annual remuneration. The increase in transfer value is the increase in the transfer value of the accrued benefits during the year.

b) Payments to former directors

Details of payments made to former directors during the year are:

Unfunded pensions 2013
£000
2012
£000
Clinton Silver 117 114

The pension entitlement for Clinton Silver is supplemented by an additional unfunded pension paid by the Company.

Directors' interests in long-term incentive schemes

Executive Chairman

Marc Bolland
Date of grant Maximum options receivable
at 1 April
2012 or date of
appointment
Options granted during the year Options exercised during the year Options lapsed during the year Maximum options receivable
at
30 March
2013 or on date of
leaving
Option price (p) Share price on date of award (p) Share price on date of exercise (p) Option period

Footnotes to be found at the end of the section.

Performance Share Plan1 09/06/10 1,143,024 777,714 365,310 0.0 341.2 09/06/12 – 08/06/20
09/06/10 1,143,024 1,143,024 0.0 341.2 09/06/12 – 08/06/20
25/07/11 687,200 687,200 0.0 354.7 25/07/14 – 24/07/21
18/06/12 749,769 749,769 0.0 325.1 18/06/15 – 17/06/22
Deferred Share Bonus Plan 09/06/11 162,263 162,263 0.0 378.4 09/06/14 – 08/06/21
18/06/12 101,968 101,968 0.0 325.1 18/06/15 – 17/06/22
Restricted Share Plan2 09/06/10 146,541 146,541 0.0 341.2 05/12/11 – 08/06/20
09/06/10 146,542 146,542 0.0 341.2 08/06/12 – 08/06/20
SAYE 25/11/10 2,821 2,821 319.0 397.6 01/01/14 – 30/06/14
Total 3,431,415 851,737 777,714 3,505,438

Executive directors

John Dixon
Date of grant Maximum options receivable
at 1 April
2012 or date of
appointment
Options granted during the year Options exercised during the year Options lapsed during the year Maximum options receivable
at
30 March
2013 or on date of
leaving
Option price (p) Share price on date of award (p) Share price on date of exercise (p) Option period

Footnotes to be found at the end of the section.

Performance Share Plan1 09/06/09 314,575 109,943 204,632 0.0 286.1 327.2
24/11/09 26,178 17,029 9,149 0.0 382.0 24/11/12 – 23/11/19
09/06/10 300,410 300,410 0.0 341.2 09/06/13 – 08/06/20
25/07/11 380,603 380,603 0.0 354.7 25/07/14 – 24/07/21
18/06/12 432,174 432,174 0.0 325.1 18/06/15 – 17/06/22
Deferred Share Bonus Plan 09/06/10 223,054 223,054 0.0 341.2 09/06/13 – 08/06/20
09/06/11 98,039 98,039 0.0 378.4 09/06/14 – 08/06/21
18/06/12 62,233 62,233 0.0 325.1 18/06/15 – 17/06/22
Executive Share Option Scheme 20/07/04 25,935 25,935 347.0 347.0 20/07/07 – 19/07/14
SAYE 21/11/08 8,251 8,251 203.0 252.6 01/01/14 – 30/06/14
Total 1,377,045 494,407 109,943 221,661 1,539,848
Steve Rowe
Date of grant Maximum options receivable
at 1 April
2012 or date of
appointment
Options granted during the year Options exercised during the year Options lapsed during the year Maximum options receivable
at
30 March
2013 or on date of
leaving
Option price (p) Share price on date of award (p) Share price on date of exercise (p) Option period
Performance Share Plan1 09/06/10 153,868 153,868 0.0 341.2 09/06/13 – 08/06/20
25/07/11 205,243 205,243 0.0 354.7 25/07/14 – 24/07/21
18/06/12 232,912 232,912 0.0 325.1 18/06/15 – 17/06/22
Deferred Share Bonus Plan 09/06/10 76,934 76,934 0.0 341.2 09/06/13 – 08/06/20
09/06/11 41,844 41,844 0.0 378.4 09/06/14 – 08/06/21
18/06/12 32,753 32,753 0.0 325.1 18/06/15 – 17/06/22
Restricted Share Plan3 18/01/10 20,000 20,000 0.0 364.4 390.4
Executive Share Option Scheme 20/07/04 31,699 31,699 347.0 347.0 20/07/07 – 19/07/14
SAYE 21/11/08 8,251 8,251 203.0 252.6 01/01/14 – 30/06/14
Total 803,504 20,000 783,504
Steven Sharp
Date of grant Maximum options receivable
at 1 April
2012 or date of
appointment
Options granted during the year Options exercised during the year Options lapsed during the year Maximum options receivable
at
30 March
2013 or on date of
leaving
Option price (p) Share price on date of award (p) Share price on date of exercise (p) Option period

Footnotes to be found at the end of the section.

Performance Share Plan1 09/06/09 394,966 256,926 138,040 0.0 286.1 09/06/12 – 08/06/§9
09/06/10 375,146 375,146 0.0 341.2 09/06/13 – 08/06/20
25/07/11 461,657 461,657 0.0 354.7 25/07/14 – 24/07/21
18/06/12 519,072 519,071 0.0 325.1 18/06/15 – 17/06/22
Deferred Share Bonus Plan 09/06/10 267,291 267,291 0.0 341.2 09/06/13 – 08/06/21
09/06/11 113,724 113,724 0.0 378.4 09/06/14 – 08/06/21
18/06/12 62,288 62,288 0.0 325.1 18/06/15 – 17/06/22
Executive Share Option Scheme 20/07/04 302,593 302,593 347.0 347.0 20/07/07 – 19/07/14
24/11/04 104,010 104,010 336.5 336.5 24/11/07 – 23/11/14
SAYE 24/11/11 3,488 3,488 258.0 322.4 01/01/15 – 20/06/15
Total 2,022,875 581,359 259,926 2,347,308
Alan Stewart
Date of grant Maximum options receivable
at
1 April
2012 or date of
appointment
Options granted during the year Options exercised during the year Options lapsed during the year Maximum options receivable
at
30 March
2013 or on date of
leaving
Option price (p) Share price on date of award (p) Share price on date of exercise (p) Option period

Footnotes to be found at the end of the section.

Performance Share Plan1 24/11/10 114,432 114,432 0.0 380.8 24/11/13 – 23/11/20
25/07/11 387,651 387,651 0.0 354.7 25/07/14 – 24/07/21
18/06/12 436,019 436,019 0.0 325.1 18/06/15 – 17/06/22
Deferred Share Bonus Plan 09/06/11 39,789 39,789 0.0 378.5 09/06/14 – 08/06/21
18/06/12 53,194 53,194 0.0 325.1 18/06/15 – 17/06/22
Restricted Share Plan2 24/11/10 39,390 39,390 0.0 380.8 24/11/11 – 23/11/20
24/11/10 39,391 39,391 0.0 380.8 24/11/12– 23/11/20
SAYE 24/11/11 3,488 3,488 258.0 322.4 01/01/15 – 30/06/15
Total 654,141 489,213 1,143,354
Laura Wade-Gery
Date of grant Maximum options receivable
at
1 April
2012 or date of
appointment
Options granted during the year Options exercised during the year Options lapsed during the year Maximum options receivable
at
30 March
2013 or on date of
leaving
Option price (p) Share price on date of award (p) Share price on date of exercise (p) Option period

Footnotes to be found at the end of the section.

Performance Share Plan1 25/07/11 444,037 444,037 0.0 354.7 25/07/14 – 24/07/21
18/06/12 416,025 416,025 0.0 325.1 18/06/15 – 17/06/22
Deferred Share Bonus Plan 18/06/12 37,442 37,442 0.0 325.1 18/06/15 – 17/06/22
Restricted Share Plan2 25/07/11 119,751 119,751 0.0 354.7 25/07/12 – 24/07/21
25/07/11 126,225 126,225 0.0 354.7 25/07/13 – 24/07/21
25/07/11 77,677 77,677 0.0 354.7 25/07/14 – 24/07/21
Total 767,690 453,467 1,221,157

Directors retiring from the Board during the year

Kate Bostock
Date of grant Maximum options receivable
at
1 April
2012 or date of
appointment
Options granted during the year Options exercised during the year Options lapsed during the year Maximum options receivable
at
30 March
2013 or on date of
leaving
Option price (p) Share price on date of award (p) Share price on date of exercise (p) Option period

Footnotes to be found at the end of the section.

Performance Share Plan1 09/06/09 349,528 122,160 227,368 0.0 286.2 356.0
09/06/10 337,045 337,045 0.0 341.2
25/07/11 415,844 415,844 0.0 354.7
18/06/12 467,548 467,548 0.0 325.1
Deferred Share Bonus Plan 09/06/10 242,672 242,672 0.0 341.2 01/10/12 – 30/09/13
09/06/11 102,439 59,757 42,682 0.0 378.4 01/10/12 – 30/09/13
18/06/12 50,495 50,495 0.0 325.1
Executive Share Option Scheme 24/11/04 249,627 249,627 336.5 336.5 371.6
Total 1,697,155 518,043 371,787 1,558,057 285,354
  1. The number of options shown under the Performance Share Plan is the maximum (100%) number that could be receivable by the executive director if the performance conditions are fully met as outlined in the Unaudited report. The 2009 award vested as follows: for awards up to 200% of salary, vesting at 34.95%; for awards between 200% and 400% of salary, vesting at 28.97%. The 2010 award will lapse as the threshold EPS target will not be met as set out in the Unaudited report.
  2. These awards were made in connection with the directors' appointment to compensate them for incentive awards that were forfeited on cessation from their previous employer.
  3. Steve Rowe was awarded these Restricted Share Plan options before he was appointed executive director.

The market price of the shares at the end of the financial year was 390.0p; the highest and lowest share prices during the financial year were 398.8p and 312.2p respectively.

This Remuneration Report has been prepared on behalf of the Board by the Remuneration Committee. The Committee adopts the principles of good governance as set out in the UK Corporate Governance Code and complies with the Listing Rules of the Financial Services Authority and the relevant schedules of the Companies Act 2006 and the Directors’ Remuneration Report Regulations in Schedule 8 to The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. These regulations require the Company’s auditors to report on the ‘Audited Information’ in the report and to state that this section has been properly prepared in accordance with these regulations. For this reason, the report is divided into audited and unaudited information, and is subject to shareholder approval at the Annual General Meeting (AGM) on 9 July 2013.

Approved by the Board Steven Holliday, Chairman of the Remuneration Committee

London, 20 May 2013