ANNUAL REPORT 2011 AVESCO GROUP PLC
www.avesco.com
23
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. During the year, Mr Murray exercised options under the Option Scheme granted to him at a time when he held executive office with the Company. Following the exercise of those options, neither of the non-executive Directors now participate in the employee share schemes and they 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:
Other
Executive Directors IP Martin
GP Andrews JL Christmas DJ Nicholson
Non-executive Directors RA Murray (1) (2) AB Giniger (1) (3)
Former Directors MES Gibbins (3)
Total 2011 2010 £’000 2011 2010
Fees / Salary Bonus Benefits Subtotal Subtotal Pension Pension £’000 £’000 £’000 £’000
£’000 £’000
244 354 198
75
120 118 93
61
1 1 1
-
365 473 292
234 -1 235 136 1,171
24 -- 24 392
4 1,567
293 395 236 277
29 24 19
25 42 -- 42 -- 1,310
28 19 18
24
2011 2010 Total
Total £’000 £’000
394 497 311
260
75 -- 136 -
34 -- 24 97
89 42
321 414 254 301
75 -
34 1,664 1,399
Note: (1) The fees of Mr Murray and Mr Giniger were each paid to a company connected with that director. (2) The bonus paid to Mr Murray related to the discharge of the Company’s liability to account for income tax and National Insurance contributions on the exercise and settlement of Share Options by means of share appreciation rights and was in lieu of the issue of additional shares in respect of the option exercise.
(3) Mr Giniger was appointed to the Board on 10 March 2011 and Mr Gibbins ceased to be a director on the same date. The Company made contributions to defined contribution pension arrangements in respect of four (2010: 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 2011 and 12 January 2012
Ordinary Options over LTIP awards over shares ordinary shares ordinary shares
Executive Directors IP Martin
GP Andrews JL Christmas DJ Nicholson
Non-executive Directors RA Murray (1) AB Giniger (2)
Former Director MES Gibbins
700,000 136,864 33,461
146,335
- - - -
230,000 200,000 200,000 180,000
At 1 October 2010
Ordinary Options over LTIP awards over shares ordinary shares ordinary shares
692,454 136,864 23,461
146,335
5,213,206 -- 4,999,363 7,607,878 --
- -- -
- - - -
652,652 -
245,000 205,000 205,000 185,000
- -
47,692 --
(1) On 28 July 2010, Mr Murray pledged 3,880,492 ordinary shares of the Company as collateral for a loan. He remains the registered holder and beneficial owner of the shares and retains control of the voting rights attached to them.
(2) The shares shown against the name of Mr Giniger are beneficially owned by Taya Investment Company Ltd, of which Mr Giniger is a director, Chairman and controlling shareholder. Mr Giniger’s shareholding is shown at the date of his appointment to the Board. None of the other Directors had any non-beneficial interest in the Company’s shares.
During the year no awards to any Director under the LTIP vested. LTIP awards to Directors were granted in respect of 320,000 shares and lapsed in respect of 350,000 shares during the year.
197,843 shares were transferred out of treasury to satisfy the exercise of options under the Option Scheme by one Director. No options were granted to any Director and no other Director exercised any options under the Option Scheme during the year.
The closing share price on 30 September 2011 was 118.5p and the high and low prices during the period from 1 October 2010 to 30 September 2011 inclusive were 138.5p and 68.5p respectively.
By order of the Board
Richard Murray Chairman of the Remuneration Committee 12 January 2012
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