Service contracts
The following table sets out a summary of the directors' service contracts or terms of appointment. Directors' service contracts provide for
termination on the director reaching the age of 65.
|
Date of contract |
Expiry date |
Notice period |
Length of service at 23 February 2009 |
Executive directors |
|
|
|
|
J E O'Higgins |
1.1.06 |
3.2.29 |
12 months |
3 years 1 month |
C G Watson |
1.10.06 |
4.2.23 |
12 months |
2 years 4 months |
J C Webster |
27.3.98 |
21.6.15 |
12 months |
15 years 4 months |
|
|
|
|
|
Non-executive directors |
|
|
|
|
P A Chambré |
1.8.06 |
16.5.10 |
6 months |
2 years 6 months |
J L M Hughes |
1.6.07 |
16.5.11 |
6 months |
1 year 8 months |
A J Reading |
10.3.04 |
16.5.10 |
6 months |
4 years 11 months |
J A Warren |
7.3.06 |
16.5.09 |
6 months |
2 years 11 months |
Mr Webster's contract provides for a predetermined compensation payment in lieu of notice (equivalent to total notice period
remuneration - salary, bonus and benefits) in the event of termination by the employer within 12 months of a change in control of the
group.
Mr O'Higgins' and Mr Watson's contracts provide, subject to a duty of mitigation, for phased monthly payments equivalent to 1.65 times
monthly salary in lieu of all remuneration and benefits otherwise payable during the notice period in full and final settlement of all
employment-related claims.
Directors' remuneration and interests
The auditors are required to report on the information contained in the following sections a) to e).
a) Emoluments of directors excluding pension contributions (£000)
|
Salary and/or fees |
Bonus |
Benefits in kind |
Taxable expenses |
2008 Total |
2007 Total |
Executive directors |
|
|
|
|
|
|
J E O'Higgins |
420 |
341 |
15 |
4 |
780 |
663 |
C G Watson |
275 |
208 |
11 |
4 |
498 |
447 |
J C Webster |
250 |
195 |
21 |
- |
466 |
421 |
|
|
|
|
|
|
|
S C Harris |
46 |
- |
2 |
- |
48 |
403 |
|
|
|
|
|
|
|
Non-executive directors |
|
|
|
|
|
|
P A Chambré |
39 |
- |
- |
- |
39 |
35 |
J L M Hughes |
102 |
- |
- |
- |
102 |
23 |
A J Reading |
45 |
- |
- |
- |
45 |
40 |
J A Warren |
56 |
- |
- |
- |
56 |
40 |
|
|
|
|
|
|
|
A F Given |
- |
- |
- |
- |
- |
15 |
J W Poulter |
53 |
- |
- |
- |
53 |
126 |
|
1,286 |
744 |
49 |
8 |
2,087 |
2,213 |
1. Benefits in kind include company cars, private fuel and medical expenses insurance.
Taxable expenses relate to allowances paid in lieu of company cars and private fuel.
2. The Chairman's fees are £140,000 p.a. Fees paid to Mr Hughes in 2008 reflect
his appointment as Chairman in May 2008.
3. For Mr Reading and Mr Warren, their base fee of £38,500 p.a. is increased by
an additional fee of £6,500 p.a. for their chairmanship of, respectively, the remuneration
and audit committees. Additionally, Mr Warren receives a fee of £15,000 p.a. for
his chairmanship of Spectris Pension Trustees Limited, following his appointment
to that position in April 2008.
4. During the year Mr Webster received £35,000 in respect of his appointment as
a non-executive director of Raymarine plc.
b) Directors' pensions
Company contributions to defined contribution plans
|
2008 £000 |
2007 £000 |
J E O'Higgins
|
105 |
95 |
C G Watson |
69 |
63 |
J C Webster |
63 |
60 |
|
|
|
S C Harris |
10 |
59 |
The company contributes at the rate of 25% of salary
c) Directors' total remuneration
|
|
2008 £000 |
2007 £000 |
Aggregate emoluments |
|
2,087 |
2,213 |
Company pension contributions to defined contribution schemes |
|
247 |
277 |
Gains made on exercise of share options |
|
- |
1,561 |
|
|
2,334 |
4,051 |
d) Directors' interests in options to purchase ordinary shares
|
Date granted |
Options held 1 Jan 08 |
Granted during the year |
Exercise price (p) |
Exercised during the year |
Share price at date of exercise (p) |
Lapsed during the year |
Options held 31 Dec 08 (or date of cessation of employment if earlier) |
Date exercisable |
Expiry date |
J E O'Higgins SAYE |
Oct 2006 |
1,529 |
|
618 |
|
|
|
1,529 |
Dec 2009 |
Jun 2010 |
|
|
1,529 |
|
|
|
|
|
1,529 |
|
|
S C Harris |
Sep 2005 |
85,000 |
|
589 |
|
|
85,000 |
0 |
n/a |
n/a |
|
|
85,000 |
|
|
|
|
85,000 |
0 |
|
|
C G Watson SAYE |
Oct 2007 |
1,146 |
|
837 |
|
|
|
1,146 |
Dec 2010 |
Jun 2011 |
|
|
1,146 |
|
|
|
|
|
1,146 |
|
|
J C Webster |
Sep 2005 |
85,000 |
|
589 |
|
|
|
85,000 |
Sep 2008 |
Sep 2015 |
|
|
85,000 |
|
|
|
|
|
85,000 |
|
|
Total |
|
172,675 |
|
|
|
|
85,000 |
87,675 |
|
|
Shares other than those marked SAYE relate to executive share option grants. Entitlement to exercise grants under the Unapproved 1996
Executive Share Plan is conditional upon a performance criterion requiring compound growth in normalised earnings per share (EPS) over
three years up to 5% per annum in excess of the increase in the retail prices index (please refer to the Directors' Remuneration Report for further explanation). This condition has been met for all outstanding option grants. No consideration was paid by any recipient in
relation to the grant of an option and there were no changes to the conditions on which any option was granted during the year.
No director exercised share options during the year. The remaining options granted to S C Harris lapsed on his leaving employment on
31 January 2008.
...continued