Annual Report 2009 in PDF - GKN

More documents

Recommendations

Info

58 GKN plc Annual Report 2009 Directors’ Remuneration Report Historical TSR performance Percentile ranking in comparator group % of award (rank no.1 = 100) vested Period TSR % LTIP (a) ESOS (b) LTIP (a) ESOS (b) January 2003 – December 2005 3.59 22 n/a 0 n/a January 2004 – December 2006 49.81 37 24 0 0 January 2005 – December 2007 70.78 46 47 0 0 January 2006 – December 2008 (5.71) 34 30 0 0 January 2007 – December 2009 (51.90) 22 20 0 0 (a) For the measurement period under the LTIP ending on 31 December 2005 the comparator group was based on the FTSE 100 Index less the telecommunications, media, technology and financial services sectors and comprised 64 companies (including GKN). For the measurement periods ending on 31 December 2006, 2007, 2008 and 2009, they comprised tailored peer groups of 38, 37, 41 and 40 companies respectively (including GKN), listed in the table below. (b) The ESOS comparator groups comprised the FTSE 350 Index constituent companies on 1 January in the first year of the relevant measurement period. Total shareholder return — £ sterling GKN and FTSE 350 Index 2004 to 2009 160 140 120 100 80 60 40 20 0 04 05 06 07 08 09 FTSE 350 Index TSR GKN TSR GKN FTSE 350 The chart above is prepared in accordance with Schedule 8 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (the Regulations). It shows the Company’s TSR and that of the FTSE 350 Index, based on an initial investment of £100, over the five-year period to the end of 2009. The FTSE 350 Index was chosen for this chart as it is a broadly based index which contains more manufacturing and engineering companies than the FTSE 100 Index. Total shareholder return — % GKN and median for comparator group for completed three year measurement periods under the LTIP and ESOS -60% -40% -20% 0% 20% 40% 60% 80% 100% n ESOS comparator group median TSR n GKN TSR n LTIP comparator group median TSR The LTIP uses different comparator groups and for both the LTIP and ESOS the TSR calculation methodology required is different from that required by the Regulations. The chart above illustrates GKN’s TSR compared to the median TSR of the relevant comparator group under the LTIP and ESOS in respect of the five most recently completed measurement periods. The companies making up the comparator groups for LTIP awards granted between 2004 and 2007 are as follows: Automotive companies Faurecia SA Torch Investment Co Ltd‡ Cobham plc American Axle & Manufacturing Inc Fiat SpA Toyota Motor Corporation Finmeccanica SpA ArvinMeritor Inc Ford Motor Company TRW Automotive Holdings Corp.§ General Dynamics Corporation Autoliv Inc§ General Motors Corporation Valeo SA Goodrich Corporation BMW AG§ Haldex AB§ Visteon Corporation Lockheed Martin Corporation Borg Warner Inc Johnson Controls Inc Volkswagen AG Meggitt plc Continental AG§ Magna International Inc Wagon plc† Raytheon Company DaimlerChrysler AG Mayflower Corporation plc* Rolls-Royce plc Dana Corporation† NGK Spark Plug Co Ltd Aerospace companies Smiths Group plc Delphi Corporation† NTN Corporation§ BAE Systems plc United Technologies Corporation Denso Corporation Scania AB Boeing Company Zodiac SA Eaton Corporation§ Tomkins plc Bombardier Inc * 2004 comparator group only † 2004 and 2005 comparator groups only ‡ 2004, 2005 and 2006 comparator groups only § 2006 and 2007 comparator groups only 07 – 09 06 – 08 05 – 07 04 – 06 03 – 05
www.gkn.com Directors’ remuneration 2009 With the exception of the dates shown in the first table below and in the first table on page 60, note (f) to the table on page 61 and the section headed ‘Share interests’ on page 62, the information set out on pages 59 to 62 represents the auditable disclosures required by Schedule 8 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. The remuneration of the executive Directors in 2009, excluding pension benefits and long term incentives, was as follows: Date of Performance- Car Other Total Total service Salary related allowance benefits 2009 2008 agreement £000 £000 £000 £000 £000 £000 Sir Kevin Smith 24.01.03 648 299 14 7 968 (a) 894 Marcus Bryson 01.10.07 353 275 15 26 (b) 669 (a) 576 Andrew Reynolds Smith 14.11.07 350 150 12 4 516 (a) 498 William Seeger (c) 11.02.08 400 160 12 82 654 (a) 549 Nigel Stein 22.08.01 413 195 12 4 624 (a) 594 2,164 1,079 65 123 3,431 (a) 3,111 (a) Payments of supplementary allowances to certain executive Directors to assist them towards securing retirement benefits are included in the cash allowances for pension benefit purposes disclosed in the second table on page 62. The following allowances have therefore been excluded from the total remuneration shown in the table above although they are part of the Directors’ aggregate emoluments for the purpose of disclosure under Schedule 8 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008: Sir Kevin Smith £299,031 (2008 – £299,031); M J S Bryson £44,160 (2008 – £37,320); A Reynolds Smith £112,960 (2008 – £109,920); W C Seeger £107,225 (2008 – £83,382); N M Stein £147,960 (2008 – £145,420). (b) A total of £21,000 of this amount relates to a subsistence allowance to which Mr Bryson was entitled following the relocation of GKN’s operational headquarters. The payment is subject to normal tax and national insurance deductions. (c) Under the terms of his service agreement, Mr Seeger’s emoluments are paid semi-monthly in US$, converted at the exchange rate published in the UK Financial Times on the first business day of the relevant month. Mr Seeger is a US National who relocated to the UK in 2008 in the role of Finance Director; additional reimbursement was made by the Company in 2009 in respect of expenses relating to his relocation. Mr Seeger had full US Federal and State hypothetical tax withholding through the US payroll in 2009. As a result of the complicated interaction of the UK and US tax regimes, an additional payment of £244,160 was made by GKN to the UK and US tax authorities on his behalf in order to avoid a period of double taxation. All subsequent tax refunds resulting from the tax paid by GKN will be refunded to the Company in due course. A figure of £60,858 is contained within the benefits figure shown, being the best estimate of the amount which is not expected to be refunded based on information available to date. An amount totalling £58,023, relating to an element of UK tax paid but not reported in 2008, is not included in the above figures. The 2009 performance-related payments made under the STVRS were triggered by the achievement of a number of Group and, where appropriate, individual portfolio targets relating to profit and cash flow performance and Group net debt. The maximum amount that an individual could receive and actual total payments to executive Directors under the 2009 STVRS were as follows: Element Maximum % Actual % Profit 50.0 (a) 10.0 to 43.4 Cash flow 12.5 10.0 to 12.5 Group net debt 17.5 17.5 80.0 (b) 37.5 to 73.4 (a) 60% for the Chief Executive Aerospace. (b) 90% for the Chief Executive Aerospace. 59
Page 1 and 2:
Automotive Powder Metallurgy Aerosp
Page 3 and 4:
The Group has operations in over 30
Page 5 and 6:
Chairman’s Statement Roy Brown Ch
Page 7 and 8:
terms. In December we were also abl
Page 9 and 10: Automotive GKN is the world’s lea
Page 11 and 12: Powder Metallurgy Powder Metallurgy
Page 13 and 14: OffHighway GKN OffHighway designs,
Page 15 and 16: trading profit improved further as
Page 17 and 18: GKN Driveline GKN Driveline is the
Page 19 and 20: Powder Metallurgy Powder Metallurgy
Page 21 and 22: Aerospace Aerospace is a global fir
Page 23 and 24: Capital expenditure on tangible ass
Page 25 and 26: Financial performance Corporate cos
Page 27 and 28: Cash flow* from continuing operatio
Page 29 and 30: Capital structure Rights issue rais
Page 31 and 32: 2009 performance Five year record M
Page 33 and 34: Operational risks continued Risk Na
Page 35 and 36: Conducting our business with integr
Page 37 and 38: discrimination and from any form of
Page 39 and 40: economy and thereby reduce CO 2 emi
Page 41 and 42: www.gkn.com 2009 marked the 250th a
Page 43 and 44: 6 7 8 9 10 6 Richard Parry-Jones, C
Page 45 and 46: Annual General Meeting The Annual G
Page 47 and 48: Corporate Governance In accordance
Page 49 and 50: The Chairman offers major sharehold
Page 51 and 52: The Group’s systems and procedure
Page 53 and 54: The Committee receives annual confi
Page 55 and 56: Executive Directors Remuneration po
Page 57 and 58: Following shareholder approval, a n
Page 59: External appointments The Board rec
Page 63 and 64: ESOS www.gkn.com Options over GKN s
Page 65 and 66: Statement of Directors’ Responsib
Page 67 and 68: Independent Auditors’ Report to t
Page 69 and 70: Consolidated Statement of Comprehen
Page 71 and 72: Consolidated Balance Sheet At 31 De
Page 73 and 74: Notes to the Financial Statements F
Page 75 and 76: 1 Accounting policies and presentat
Page 81 and 82: 2 Segmental analysis continued (c)
Page 83 and 84: 3 Operating profit The analysis of
Page 85 and 86: 3 Operating profit continued 2008 R
Page 87 and 88: 4 Net financing costs www.gkn.com 2
Page 89 and 90: 5 Taxation continued www.gkn.com 20
Page 91 and 92: 5 Taxation continued www.gkn.com (f
Page 93 and 94: 9 Dividends www.gkn.com Paid or pro
Page 95 and 96: 11 Share-based payments www.gkn.com
Page 97 and 98: 12 Goodwill and other intangible as
Page 99 and 100: 12 Goodwill and other intangible as
Page 101 and 102: 14 Investments in joint ventures ww
Page 103 and 104: 17 Trade and other receivables www.
Page 105 and 106: 19 Net borrowings continued (b) Fai
Page 107 and 108: 20 Financial risk management contin
Page 109 and 110: 20 Financial risk management contin
Page 111 and 112:
22 Provisions www.gkn.com Legal and
Page 113 and 114:
23 Share capital continued www.gkn.
Page 115 and 116:
www.gkn.com 26 Post-employment obli
Page 117 and 118:
26 Post-employment obligations cont
Page 119 and 120:
26 Post-employment obligations cont
Page 121 and 122:
Independent Auditors’ Report to t
Page 123 and 124:
Notes to the Financial Statements o
Page 125 and 126:
Group Financial Record www.gkn.com
Page 127 and 128:
Aerospace Europe Composite Technolo
Page 129 and 130:
Taxation www.gkn.com In July 2009,
Page 131 and 132:
Contact Details GKN plc PO Box 55 I
show all

Annual Report 2009 in PDF - GKN

Create successful ePaper yourself

Delete template?

Save as template?