AVESCO GROUP PLC ANNUAL REPORT 2008 27
www.avesco.com
The contracts of the executive Directors provide that, in the event of their termination in certain circumstances in the 12 months following a change of control of the
Company, the Director shall be entitled to a severance payment not exceeding the sum of 24 months’ emoluments less emoluments received since the change of
control. The severance payment is triggered only in the event of termination of the Director (other than for gross misconduct) by the Company or in the event of the
Company committing a material breach or making a material change to the Director’s detriment in the terms and conditions of the Director’s employment or assigning
to him duties inconsistent with the position held prior to the change of control. The remuneration committee consider such a provision appropriate in order to retain
the services of key executives in the event of a change of control occurring and in order to ensure an orderly transfer to an acquirer.
NonexecutiveDirectors
The remuneration of the non executive Directors is subject to a maximum aggregate limit agreed by the shareholders and set out in the articles of association. Within this
limit, the remuneration of the non executive Directors is determined by the Board as a whole although no non executive Director is present when his own fees are under
discussion. Mr Maxwell and Mr Murray each hold options under the Option Scheme granted to them at a time when they held executive office with the Company.
Subject to those grants, the non executive Directors do not participate in the share option schemes and do not receive any pension contributions or other benefits.
Each of the non executive Directors has a service contract with the Company, which is capable of termination on not less than three months’ notice.
AUDITEDINFORMATION
Directors’emoluments
The emoluments of the Directors of the Company were:
Fees / Other 2008 2007 2008 2007 2008 2007
Salary Bonus Benefits Subtotal Subtotal Pension Pension Total Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Executive Directors
IP Martin (1) 225 -4229 99 27 9 256 108
GP Andrews (1) (4) 180 - 100 280 133 18 7 298 140
JL Christmas (1) 175 - 12 187 88 17 6 204 94
DJ Nicholson (1) 199 - 23 222 102 24 8 246 110
Non executive Directors
LCN Blackall (1) 25 --25 9- -25 9
MES Gibbins (1) 35 35 13 --35 13
CA Maxwell (2) (3) 25 --25 127 25 127
RA Murray (2) 75 -176 79 --76 79
Former Director
AP Stirling (2) - -- -6- --6
Total 939 - 140 1,079 656 86 30 1,165 686
Note:
1 Appointed on 17 May 2007.
2 The fees of Mr Maxwell, Mr Murray and Mr Stirling were each paid to a company connected with that Director.
3 Mr Maxwell was Chief Executive until 17 May 2007, when he reverted to a non-executive role.
4 Mr Andrews’ other benefits include an overseas living allowance.
The Company made contributions to defined contribution pension arrangements in respect of four (2007: four) Directors.
Directors’interests
The number of shares in which the Directors had a beneficial interest as defined by the Companies Act 1985, including awards made under the LTIP and
executive share option scheme, was as follows:
At 30 September 2008 and 30 January 2009 At 1 October 2007
Ordinary shares Options over LTIP awards over Ordinary shares Options over LTIP awards over
ordinary shares ordinary shares ordinary shares ordinary shares
Executive Directors
IP Martin 662,454 - 95,000 305,000 - 70,000
GP Andrews 136,864 - 85,000 11,864 - 60,000
JL Christmas 23,461 - 85,000 3,461 - 60,000
DJ Nicholson 146,335 - 85,000 46,335 - 60,000
Non-executive Directors
LNC Blackall -- - ---
MES Gibbins 47,692 --27,692 --
CA Maxwell 100,541 489,489 - 100,541 489,489 -
RA Murray 4,698,771 652,652 - 4,836,317 652,652 -
None of the Directors had any non-beneficial interest in the Company’s shares.
No awards to any Director under the LTIP vested or lapsed during the year.
No options under the Option Scheme were granted to or exercised by any Director during the year. Options in respect of 326,326 ordinary shares lapsed during
the year.
The closing share price on 30 September 2008 was 33p and the high and low prices during the period from 1 October 2007 to 30 September 2008 inclusive
were 116.5p and 24.5p respectively.
By order of the Board
Michael Gibbins
Chairman of the Remuneration Committee
30 January 2009
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