employee purchased share.The total participation in the SIP scheme is 33% of eligible employees.
The Executive Directors also receive the following additional benefits:
- healthcare;
- life assurance and dependants’ pensions;
- disability schemes; and
- company car or car allowance.
Shareholding guideline
Shareholdings across the Executive
Directors and Senior Executives are not
uniform.The Remuneration Committee has, therefore, introduced two years ago shareholding guidelines to encourage longterm share ownership by the Executives. The guidelines encourage Executive Directors to build up and retain a holding of shares.The Remuneration Committee believes this forms a stable incentive pay platform on which to build a responsible relationship between shareholders, the Executives and the Company.
It is intended that the Executives will be able to build up the necessary shareholding by their participation in the
LTIP. If the shareholding requirement is not proportionately satisfied the Remuneration Committee may take this into account when determining the levels of future awards under the LTIP.
| Name | Recommended Shareholding Requirement as Percentage of Salary |
| Alan Hearne | 150% |
| Gary Young | 100% |
| Andrew Troup | 100% |
| Peter Dowen | 100% |
| Phil Williams | 100% |
Service contracts
The Company’s policy on the duration of
service contracts is that:
- Executive Directors should have rolling service contracts terminable on no more than one year’s notice served by the Company or the Director; and
- Non-Executive Directors are appointed for fixed terms of three years, renewable on agreement of both the Company and the Director.
The policy on termination payments is that the Company does not make payments beyond its contractual obligations, including any payment in respect of notice to which a Director is entitled after mitigation is considered. None of the Directors’ contracts provide for automatic payments in excess of one year. None of the Directors’ contracts provide for liquidated damages. In the year ended 31 December 2007, no compensation was paid to any Director resigning from the Board.
Details of the Directors’ service contracts are included in the table below.
The table below shows that the only event on the occurrence of which the Company is liable to make a payment to Executive Directors is on cessation of employment.
| Name | Potential termination payment |
Potential payment in event company takeover or liquidation |
| Alan Hearne | 12 months’ notice |
Nil |
| Peter Dowen | 12 months’ notice |
Nil |
| Andrew Troup | 12 months’ notice |
Nil |
| Gary Young | 12 months’ notice |
Nil |
| Phil Williams | 12 months’ notice |
Nil |
The Company’s articles state that a Director shall retire at the first Annual General Meeting after the date of his seventieth birthday, and then must face annual election thereafter. All Directors face election at least every three years.
Non-Executive Directors
The fees paid to the Non-Executive
Directors are determined by the Board
and aim to be competitive with other fully
listed companies of equivalent size and
complexity.The Chairman of the Company
receives a higher fee than the other Non-
Executive Directors and Committee Chairmen receive an additional payment. The basic fee for the Non-Executive Directors for 2007 was £27,500 with a Committee Chairman fee or Senior Non- Executive fee of £5,000. The Chairman received £87,500.
Details of the terms of appointment of the serving Non-Executive Directors are set out in the table below:
| Name | Initial Contract date |
Unexpired term of contract as at 31 Dec 2007 (months) |
| Brook Land | Sept 1997 |
Annual Review |
| Roger Devlin | April 2002 |
4 |
| Karen McPherson | June 2005 |
6 |
| John Bennett | June 2006 |
18 |
Non-Executive Directors are not entitled to participate in the pension plan or the performance based pay schemes including annual bonus and share schemes. Terms and conditions of appointment of Non-Executive Directors are available for inspection by any person at the Company’s registered office and at the AGM.