Directors' report on remuneration (PDF 174 KB) - Inchcape

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BUSINESS REVIEW GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION PART 3 – ADDITIONAL INFORMATION [AUDITED] This section contains information that is required under current regulations, but which will no longer be required for the 2013 Directors’ <strong>report</strong> on remuneration. INDIVIDUAL EMOLUMENTS FOR THE YEAR ENDED 31 DECEMBER 2012 Base salary/fees Bonus Taxable and other benefits (e) Company contributions paid in year in respect of pension arrangements Termination payment Total remuneration 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 Chairman Ken Hanna 275.0 275.0 – – 6.8 22.1 – – – – 281.8 297.1 Peter Johnson (left 14 May 2009) (a) – – – – – 0.6 – – – – – 0.6 Executive Directors André Lacroix (b) 790.4 773.0 814.9 607.4 18.4 18.4 311.5 309.2 – – 1,935.2 1,708.0 John McConnell (c) 407.7 398.8 420.4 313.3 9.9 49.4 81.7 81.2 – – 919.7 842.7 Non–Executive Directors (d) Vicky Bindra 56.7 25.0 56.7 25.0 Simon Borrows 60.0 55.3 – – – – – – – – 60.0 55.3 Alison Cooper 50.0 46.7 – – – – – – – – 50.0 46.7 Nigel Northridge 60.0 56.7 – – – – – – – – 60.0 56.7 Will Samuel 76.0 74.0 – – – – – – – – 76.0 74.0 David Scotland (left 10 May 2012) 22.5 59.3 – – – – – – – – 22.5 59.3 Till Vestring 50.0 16.7 50.0 16.7 Michael Wemms (left 11 May 2010) – 19.0 – – – – – – – – – 19.0 Total 1,848.3 1,799.5 1,235.3 920.7 35.1 90.5 393.2 390.4 – – 3,511.9 3,201.1 Notes on Directors’ emoluments (a) The Company agreed to extend post retirement medical expenses for Peter Johnson and his wife until 13 May 2011. (b) The payment of £311,472 (2011 – £309,204) was paid directly to André Lacroix to allow him to make his own pension arrangements outside of the Company’s pension plan. This payment was subject to tax. (c) The payment of £81,676 (2011 – £81,202) was paid to John McConnell to allow him to make his own pension arrangements outside the Company’s pension plan. This payment was subject to tax. (d) The Non-Executive Directors receive a fee of £50,000 p.a. with an additional £10,000 for chairmanship of a committee. The Deputy Chairman receives a fee of £76,000. (e) Taxable and other benefits comprise such items as company car, medical care, life assurance premiums, petrol allowance and relocation expenses. All Executive Directors are entitled to such benefits. No Directors waived emoluments in respect of the year ended 31 December 2012 (2011 – none). www.inchcape.com 59
Directors’ <strong>report</strong> on remuneration continued PENSION ENTITLEMENTS The Group closed the UK final salary pension plan to future accrual on 31 December 2012. Under the scheme the Group offered defined benefit pensions for Executive Directors and other senior executives at the normal retirement age of 65. The maximum pension benefit was two-thirds of a scheme specific ceiling of £137,400 in the 2012/13 tax year, subject to completion of between 20 and 40 years’ service. Members who joined after March 2005 contributed 7% of pensionable salary. The Group Chief Executive did not participate in the plan and received a cash supplement of 40% of base salary in lieu of a final pension provision. The Group Finance Director received a cash supplement above the cap in 2012. Details are given in the emoluments table on page 59. DIRECTORS’ PENSION ENTITLEMENTS Increase in accrued pension during the year £’000 Increase in accrued pension during the year (net of inflation) Accumulated total of accrued pension at 31.12.11 Accumulated total of accrued pension at 31.12.12 Transfer value (less Director’s contributions) of the increase in accrued benefit net of inflation Transfer value of accrued benefits at 31.12.12 Transfer value of accrued benefits at 01.01.12 Difference in transfer value less any contributions made in the year John McConnell 5.1 4.7 9.6 14.7 88.7 284.3 194.7 80.1 The transfer value has been calculated in accordance with the Retirement Benefits Transfer Values (GN 11), 6 April 2002. The transfer values of the accrued benefits represent the value of assets that the pension scheme would need to transfer to another pension provider on transferring the scheme’s liability in respect of the Directors’ pension benefits. The transfer values do not represent sums payable or due to the individual Directors and therefore cannot be added meaningfully to annual remuneration. John McConnell made a contribution to his pension of 7% of capped salary via salary sacrifice during the year. DIRECTORS’ SHARE OPTIONS Held at 31.12.12 Lapsed during year Exercised during the year Granted during the year Held at 01.01.12 Exercise price (c) Exercise period André Lacroix 205,468 (a) – – – 205,468 (a) £6.034 Sept 2008 – Sept 2015 755,999 (a) – – – 755,999 (a) £2.00 May 2012 – May 2019 243,870 (a) – – – 243,870 (a) £3.10 Apr 2013 – Apr 2020 4,390 (b) – – – 4,390 (b) £2.05 Nov 2013 – Apr 2014 John McConnell 17,746 (a) – – – 17,746 (a) £2.140 Mar 2006 – Mar 2013 28,428 (a) – – – 28,428 (a) £4.416 May 2007 – May 2014 21,644 (a) – – – 21,644 (a) £5.776 Mar 2008 – Mar 2015 222,772 (a) – – – 222,772 (a) £2.00 May 2012 – May 2019 46,875 (a) – – – 46,875 (a) £3.20 Nov 2012 – Nov 2019 125,806 (a) – – – 125,806 (a) £3.10 Apr 2013 – Apr 2020 3,703 (b) – – – 3,703 (b) £2.43 Nov 2014 – Apr 2015 Notes on share options (a) Under the Inchcape 1999 Share Option Plan. Options under the Inchcape 1999 Share Option Plan are granted on a discretionary basis to certain full time senior executives based within and outside the UK including Executive Directors of the Company. Such options are normally exercisable between three and ten years of grant. Details of performance targets are given on page 58. (b) Under the Inchcape SAYE Share Option Scheme. There were no option exercises by Executive Directors during 2012. The Inchcape SAYE Share Option Scheme is open to employees in the UK with at least three months’ service. Participants make monthly savings for a three year period. At the end of the savings period options become exercisable within a six month period. (c) Exercise prices are determined in accordance with the rules of the relevant share option scheme. All options were granted for nil consideration The table shows Executive Directors’ options over ordinary shares of 10.0p at 1 January 2012 and 31 December 2012. The mid market price for shares at the close of business on 31 December 2012 was 430.9p. The price range during 2012 was 292.6p to 446.4p. 60 Inchcape plc Annual Report and Accounts 2012
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Directors' report on remuneration (PDF 174 KB) - Inchcape

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