ar11-lr-final

Statutory Disclosures – continued
Statutory Disclosures – continued
Directors’ Security Participation
Directors’ Shareholdings as at 31 July 2011
At 31 July 2011 the following Directors, or entities related to them, held interests in the company shares:
Beneficial
Interest
2011
Beneficial
Interest
2010
Non-beneficial
Interest
2011
Non-beneficial
Interest
2010
RELATED
PARTY
2011
RELATED
PARTY
2010
R L Challinor 2,394 2,394 - – – –
G F Evans 11,202 11,202 890,730 1,030,875 – –
J H Ogden 1 11,400 – – – 18,083 –
J L Smith 10,000 – – – –
K R Smith 12,000 12,000 7,930,405 8,082,677 32,800 32,800
R J Tindall 2 4,800 – 6,489,844 – 84,738,511 –
Sir Stephen Tindall 84,058,283 84,058,283 7,165,272 7,165,272 9,600 9,600
E K van Arkel 3 240 – – – 750 –
1
Appointed Director 4 August 2009
2
Appointed alternate Director 1 July 2011
3
Appointed Director 1 July 2011
Major shareholdings in which more than one Director has an interest in the same parcel of shares are as follows:
• Graham Evans and Keith Smith held non-beneficially the same parcels of shares 890,730 (August 2010: 1,030,875 shares) as
trustees of The Warehouse Management Trustee Company No.2 Limited.
• Sir Stephen Tindall and Robert Tindall hold an interest in 84,058,283 shares and other smaller parcels by virtue of their family
relationship.
Remuneration of Directors
On 24 November 2006 the shareholders approved the Directors’ fee pool limit of $650,000 per annum.
The fees paid to non-executive Directors for services in their capacity as Directors during the year ended 31 July 2011 was as follows:
2011 2010
$ $
J R Avery – retired 26 November 2009 – 28,000
HJM Callaghan – appointed 10 September 2010, resigned 31 July 2011 64,000 –
R L Challinor 77,000 79,000
G F Evans (Chairman) 98,000 82,000
J H Ogden 76,000 73,000
J L Smith 73,000 72,000
K R Smith (Deputy Chairman) 143,000 153,000
Sir Stephen Tindall 72,000 72,000
E K van Arkel – appointed 1 July 2011 6,000 –
Total 609,000 559,000
I R Morrice received remuneration in his capacity as an executive Director and Chief Executive Officer of the Group during the period
under review. Further details of these transactions are given in note 14 to the Financial Statements.
Subsidiary Company Directors
The following people held office as Directors of subsidiary companies at 31 July 2011. Those who retired during the year are
indicated with an (R).
Share Dealings by Directors
During the year, the Directors disclosed in respect of section 148(2) of the Companies Act 1993 that they acquired or disposed of a
relevant interest in shares as follows:
Share Transaction
Date of Transaction
Number of
ordinary shares
acquired/(disposed)
Consideration
J L Smith 5 November 2010 10,000 on-market purchase of shares
at $3.87 per share
I R Morrice 1 29 October 2010
19 November 2010
I R Morrice 1 and K R Smith as trustees
of The Warehouse Management Trustee
Company Limited
G F Evans and K R Smith as trustees
of The Warehouse Management Trustee
Company No.2 Limited
57,098
47,586
allotment of shares pursuant
to executive share scheme
various dates (12,127) to Team Members under the
staff share schemes
various dates (429,774) settlement of obligations under the
executive share scheme
Company
Boye Developments Limited
Eldamos Investments Limited
Eldamos Nominees Limited
The Warehouse Card Limited
The Warehouse Cellars Limited
The Warehouse Investments Limited
The Warehouse Limited
The Warehouse Nominees Limited
TWGA Pty Ltd
TWL Australia Pty Limited
TWL Products Limited
TWP No.3 Limited
Waikato Valley Chocolates Limited
Warehouse Stationery Limited
Directors
L Bunt, I Morrice
L Bunt, P Judd, I Morrice, M Otten (R)
L Bunt, P Judd, I Morrice, M Otten (R)
L Bunt, I Morrice
R Lewis (R), P Judd, M Otten (R)
L Bunt, I Morrice
L Bunt, I Morrice (R), P Judd, M Otten (R), M Powell, K Smith
L Bunt, I Morrice
L Bunt, I McGill, B Moors, K Smith, Sir Stephen Tindall
L Bunt, I McGill, B Moors, K Smith, Sir Stephen Tindall
L Bunt, I Morrice
R Lewis (R), P Judd, M Otten (R), N Tuck,
N Craig, P Judd, M Otten (R), M Razey, N Tuck, H Vetsch
L Bunt, P Judd, I Morrice (R), M Powell
G F Evans and K R Smith as trustees
of The Warehouse Management Trustee
Company No.2 Limited
various dates 300,000 on-market purchase of shares for
the executive share scheme at an
average price of $3.46 per share
J H Ogden September 2010
March and April 2011
10,677
7,406
on-market purchase of shares by related
party at an average price of $3.75
on-market purchase of shares by related
party at an average price of $3.42
1
Resigned as a Director 2 May 2011
Directors’ bondholdings as at 31 July 2011
R L Challinor holds a $50,000 (2010: $50,000) face value interest in the company’s bonds.
STATUTORY DISCLOSURES 86
STATUTORY DISCLOSURES 87