Annual Report and Accounts 2009 - BG Group

DEFERRED BONUS PLAN
Award date
Ashley Almanza
Market price
at date of
award
Shares
over which
Deferred
Bonus Awards
held as at
1 Jan 2009
Shares
over which
Deferred
Bonus Awards
granted during
the year
End of
deferral
period
Normal
vesting date
Shares
over which
Deferred
Bonus Awards
held as at
31 Dec 2009
10 Mar 09 £9.9850 – 23 693 09 Mar 12 10 Mar 12 23 693
Frank Chapman
10 Mar 09 £9.9850 – 91 389 09 Mar 12 10 Mar 12 91 389
Martin Houston
10 Mar 09 £9.9850 – 17 955 09 Mar 12 10 Mar 12 17 955
Under normal circumstances, Deferred Bonus Awards will not vest and shares will not be released until after the end of the three-year deferral period which began on
10 March 2009. The release of the shares is conditional upon continued employment until the end of the deferral period.
DIRECTORS’ SERVICE CONTRACTS
EXECUTIVE DIRECTORS
Details of the service contracts of the Executive Directors who served during the year are set out below:
Contract
date
Unexpired
term
Compensation
payable
Notice upon early
period termination (a)
Ashley Almanza 01 Aug 02 rolling 1yr 1yr n/a
Frank Chapman 14 Sep 00 rolling 1yr 1yr n/a
Martin Houston 03 Feb 09 rolling 1yr 1yr n/a
(a) Other than the change of control provisions, the Executive Directors’ service contracts do not contain provisions for compensation payable upon early termination.
Change of control
As described on page 54, the Executive Directors’ service contracts contain change of control provisions.
For the purposes of these provisions, a change of control is deemed to occur if the Company becomes a subsidiary of another company; or if 50% or more
of the voting rights of the Company or the right to appoint or remove the majority of the Board of the Company become vested in any individual or body or
group of individuals or bodies acting in concert; or if all or substantially all of the business, assets and undertakings of the Company become owned by any
person, firm or company (other than a subsidiary or associated company). A change of control is also deemed to occur if the whole of the issued capital of
BG Energy Holdings Limited or a substantial part of the undertaking of that Company (including its subsidiaries) is transferred to another company, unless
that transferee company is a subsidiary of the Company, or a company ultimately owned by substantially the same shareholders as are the ultimate
owners of the Company.
However, a change of control does not occur if (and only if) through a process of reconstruction the Company becomes a subsidiary of another company
owned by substantially the same shareholders as are the shareholders of the Company. The Executive Directors’ service contracts provide that any
payments made pursuant to these provisions will be made, less any deductions the employer is required to make. Any such payments shall be in full
and final settlement of any claims the Executive Director may have against the employer or any associated company arising out of the termination of
employment, except for any personal injury claim, any claim in respect of accrued pension rights, or statutory employment protection claims.
CHAIRMAN AND NON-EXECUTIVE DIRECTORS
Date of
appointment or
re-appointment Expiry date
Sir Robert Wilson 1 Jan 10 Dec 12
Peter Backhouse 14 May 07 May 10
Jürgen Dormann 18 May 09 May 12
Baroness Hogg 14 May 08 May 11
Dr John Hood 14 May 08 May 11
Sir David Manning 1 July 08 May 11
Mark Seligman 3 Dec 09 Dec 12
Lord Sharman 14 May 07 May 10
Philippe Varin 18 May 09 May 12
The Non-Executive Directors’ letters of appointment do not contain any notice period or provision for compensation in the event of early termination of
their appointment.
BG Group Annual Report and Accounts 2009
57
Directors’ Report
Business Review
Directors’ Report
Corporate Governance
Financial
Statements
Shareholder
Information