Directors' Remuneration Report

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.

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