AVESCOGROUPPLC ANNUAL REPORT 2009 21
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.
Non executive Directors
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 Murray holds options under the Option Scheme granted to him at a time when he held executive office with the Company.
Subject to that grant, 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.
AUDITED INFORMATION
Directors’ emoluments
The emoluments of the Directors of the Company were:
Fees / Other 2009 2008 2009 2008 2009 2008
Salary Bonus Benefits Subtotal Subtotal Pension Pension Total Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Executive Directors
IP Martin 231 --231 229 27 27 258 256
GP Andrews 294 294 280 19 18 313 298
JL Christmas 188 --188 187 18 17 206 204
DJ Nicholson 220 220 222 24 24 244 246
Non executive Directors
MES Gibbins 34 --34 35 --34 35
RA Murray (1) 74 74 76 74 76
Former Directors
LCN Blackall 17 --17 25 --17 25
CA Maxwell (2) 17 17 25 17 25
Total 1,075 --1,075 1,079 88 86 1,163 1,165
Note:
(1) The fees of Mr Murray were paid to Bolistrom Limited, a company of which Mr Murray is a director and shareholder.
(2) The fees of Mr Maxwell were paid to CMA Services Limited, a company owned and controlled by Mr Maxwell.
The Company made contributions to defined contribution pension arrangements in respect of four (2008: four) Directors.
Directors’ interests
The number of shares in which the Directors had a beneficial interest as defined by the Companies Act 2006, including awards made under the LTIP and
executive share option scheme, was as follows:
At 30 September 2009 and 14 January 2010 At 1 October 2008
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 - 95,000 662,454 - 95,000
GP Andrews 136,864 - 85,000 136,864 - 85,000
JL Christmas 23,461 - 85,000 23,461 - 85,000
DJ Nicholson 146,335 - 85,000 146,335 - 85,000
Non-executive Directors
MES Gibbins 47,692 --47,692 --
RA Murray 4,698,771 652,652 - 4,698,771 652,652 -
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.
The closing share price on 30 September 2009 was 27.5p and the high and low prices during the period from 1 October 2008 to 30 September 2009 inclusive
were 34.5p and 19.5p respectively.
By order of the Board
Michael Gibbins
Chairman of the Remuneration Committee
14 January 2010
Page 1  |  Page 2  |  Page 3  |  Page 4  |  Page 5  |  Page 6  |  Page 7  |  Page 8  |  Page 9  |  Page 10  |  Page 11  |  Page 12  |  Page 13  |  Page 14  |  Page 15  |  Page 16  |  Page 17  |  Page 18  |  Page 19  |  Page 20  |  Page 21  |  Page 22  |  Page 23  |  Page 24  |  Page 25  |  Page 26  |  Page 27  |  Page 28  |  Page 29  |  Page 30  |  Page 31  |  Page 32  |  Page 33  |  Page 34  |  Page 35  |  Page 36  |  Page 37  |  Page 38  |  Page 39  |  Page 40  |  Page 41  |  Page 42  |  Page 43  |  Page 44  |  Page 45  |  Page 46  |  Page 47  |  Page 48  |  Page 49  |  Page 50  |  Page 51  |  Page 52  |  Page 53  |  Page 54  |  Page 55  |  Page 56  |  Page 57  |  Page 58  |  Page 59  |  Page 60  |  Page 61  |  Page 62  |  Page 63  |  Page 64  |  Page 65  |  Page 66  |  Page 67  |  Page 68  |  Page 69  |  Page 70  |  Page 71  |  Page 72