Directors' Report: Governance - British American Tobacco

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www.bat.com/annualreport2009 Table 3: Summary individual emoluments of Executive Directors – audited Salary Benefits Performancerelated pay Total 2009 Total 2008 £ £ £ £ £ Paul Adams 1,213,750 146,761 1,956,237 3,316,748 3,578,588 Nicandro Durante 622,500 450,758 848,940 1,922,198 1,728,299 Ben Stevens 582,500 94,657 807,975 1,485,132 1,354,787 Total 2,418,750 692,176 3,613,152 6,724,078 6,661,674 Performance- Salary Benefits related pay Total 2009 Total 2008 £ £ £ £ £ Former Executive Directors Antonio Monteiro de Castro (until 31 December 2007) – 709,421 – 709,421 309,041 Paul Rayner (until 30 April 2008) – 8,122 – 8,122 1,533,749 Total 717,543 717,543 1,842,790 Notes: 1 Included in the total shown for Antonio Monteiro de Castro for 2008 are amounts which include outstanding holiday entitlement (£56,210) and an LTIP dividend payment (£116,956) on the vesting of his outstanding LTIP awards which were due to him at the date of his retirement. 2 The benefits shown for Antonio Monteiro de Castro comprise principally: (1) a tax payment of £607,041 in respect of outstanding liabilities that arose between 1996 and 2004 (this period covers both his service as a member of the Management Board and, from March 2002, as a Director of the Company) which have been agreed with HMRC subsequent to his retirement at the end of 2007; and (2) tax advice in connection with his relocation back to Brazil. 3 The Executive Directors’ remuneration shown above does not include, in respect of the LTIP awards made in May 2007 and which will vest on 15 May 2010: (1) the illustrative values of those awards as at 22 February 2010 (reference should be made to the illustrative values shown for each Executive Director in Table 6); and (2) the values of the LTIP dividend equivalent payments to be made in respect of those awards which are: Paul Adams £397,386; Nicandro Durante £85,833; and Ben Stevens £95,370. Table 4: Analysis of remuneration of Executive Directors – audited Paul Adams 2009 2008 £ £ Salary 1,213,750 Salary 1,157,500 Benefits: cash 16,780 Benefits: cash 15,840 Benefits: non-cash 129,981 Benefits: non-cash 105,104 Annual cash bonus 829,325 Annual cash bonus 999,460 Value of deferred share bonus 829,325 Value of deferred share bonus 999,460 Cash dividend equivalent (DSBS) 61,318 Cash dividend equivalent (DSBS) 56,877 Cash dividend equivalent (LTIP) 233,569 Cash dividend equivalent (LTIP) 242,560 Share Reward Scheme: value of shares received during year 2,700 Share Reward Scheme: value of shares received during year 1,787 Total – see Table 3 3,316,748 Total – see Table 3 3,578,588 Notes: 1 Cash benefits comprise: (1) a car allowance (£15,840); and (2) the buy-out of a UK employee entitlement in May 2009. 2 Non-cash benefits comprise: (1) life and health insurance (£64,765); (2) the use of a company driver; and (3) other expenses incurred in connection with accompanied attendance at business functions and/or corporate hospitality events. 3 Cash dividend equivalent payments: (1) DSBS – these are cash sums equivalent to the dividend on the after-tax position on all unvested ordinary shares comprised in the share awards held by participants in the DSBS at each dividend record date; and (2) LTIP – this is a cash sum equivalent to the dividends that an LTIP participant would have received as a shareholder on the actual number of shares vesting under an LTIP award. Directors’ report: Governance British American Tobacco Annual Report 2009 91 From the Chairman Performance and strategy Regional review Financial review Governance Group financial statements Parent Company financial statements Shareholder information
REMUNERATION REPORT CONTINUED Table 4: Analysis of remuneration of Executive Directors – audited continued Nicandro Durante 2009 2008 £ £ Salary 622,500 Salary 473,496 Benefits: cash 43,157 Benefits: cash 9,725 Benefits: non-cash 407,601 Benefits: non-cash 279,144 Annual cash bonus 383,985 Annual cash bonus 460,500 Value of deferred share bonus 383,985 Value of deferred share bonus 460,500 Cash dividend equivalent (DSBS) 13,690 Cash dividend equivalent (DSBS) 11,364 Cash dividend equivalent (LTIP) 64,580 Cash dividend equivalent (LTIP) 32,225 Share Reward Scheme: value of shares received during year 2,700 Share Reward Scheme: value of shares received during year 1,345 Total – see Table 3 1,922,198 Total – see Table 3 1,728,299 Notes: 1 Nicandro Durante’s salary for the year ended 2008 was £600,000. Salary overpayments totalling £126,504 made in 2006 and 2007 (at the time of Nicandro Durante’s relocation from Brazil) were repaid in 2008 and were reflected in his salary disclosed for that year. 2 Cash benefits comprise: (1) a car allowance (£13,560); (2) an accommodation allowance (£25,424) and related allowances in respect of his relocation from Brazil (£3,234); and the buy-out of a UK employee entitlement in May 2009. 3 Non-cash benefits comprise: (1) life and health insurance (£17,428); (2) tax advice (£28,824); (3) the use of a company driver; (4) travel and related costs in respect of his relocation from Brazil (£146,298); (5) welfare tax payments, introduced in July 2009, payable by Souza Cruz in respect of Nicandro Durante’s subsisting employment rights in Brazil (£153,829); and (6) other expenses incurred in connection with accompanied attendance at business functions and/or corporate hospitality events. 4 Cash dividend equivalent payments: (1) DSBS – these are cash sums equivalent to the dividend on the after-tax position on all unvested ordinary shares comprised in the share awards held by participants in the DSBS at each dividend record date; and (2) LTIP – this is a cash sum equivalent to the dividends that an LTIP participant would have received as a shareholder on the actual number of shares vesting under an LTIP award. Ben Stevens 2009 2008 £ £ Salary 582,500 Salary 446,667 Benefits: cash 14,500 Benefits: cash 9,105 Benefits: non-cash 80,157 Benefits: non-cash 96,565 Annual cash bonus 359,605 Annual cash bonus 356,992 Value of deferred share bonus 359,605 Value of deferred share bonus 356,992 Cash dividend equivalent (DSBS) 17,896 Cash dividend equivalent (DSBS) 15,337 Cash dividend equivalent (LTIP) 68,169 Cash dividend equivalent (LTIP) 71,342 Share Reward Scheme: value of shares received during year 2,700 Share Reward Scheme: value of shares received during year 1,787 Total – see Table 3 1,485,132 Total – see Table 3 1,354,787 Notes: 1 The 2008 figures have been apportioned to reflect the amounts received from his appointment on 3 March 2008. 2 Cash benefits comprise: (1) a car allowance (£13,560); and (2) the buy-out of a UK employee entitlement in May 2009. 3 Non-cash benefits comprise: (1) life and health insurance (£5,856); (2) the use of a company driver; and (3) other expenses incurred in connection with accompanied attendance at business functions and/or corporate hospitality events. 4 Cash dividend equivalent payments: (1) DSBS – these are cash sums equivalent to the dividend on the after-tax position on all unvested ordinary shares comprised in the share awards held by participants in the DSBS at each dividend record date; and (2) LTIP – this is a cash sum equivalent to the dividends that an LTIP participant would have received as a shareholder on the actual number of shares vesting under an LTIP award. 92 British American Tobacco Annual Report 2009 Directors’ report: Governance
Page 1 and 2: GOVERNANCE Board of Directors A sum
Page 3 and 4: 1. Richard Burrows (Irish) Chairman
Page 5 and 6: CONTENTS Chairman’s introduction
Page 7 and 8: meeting to address Jan du Plessis
Page 9 and 10: The Board and its Committees receiv
Page 11 and 12: Accountability and audit Audit Comm
Page 13 and 14: The Audit Committee has an establis
Page 15 and 16: Corporate social responsibility CSR
Page 17 and 18: Appointments to the Board Nominatio
Page 19 and 20: CONTENTS Introduction 78 Remunerati
Page 21 and 22: The Remuneration Committee reviewed
Page 23 and 24: For the Executive Directors and Man
Page 25 and 26: in each company’s index over the
Page 27 and 28: The Company also operates the Free
Page 29 and 30: Executive Directors’ external app
Page 31: Appendices to the Remuneration repo
Page 35 and 36: REMUNERATION REPORT CONTINUED Table
Page 37 and 38: REMUNERATION REPORT CONTINUED Table
Page 39 and 40: CONTENTS Companies Act 2006 98 Prin
Page 41 and 42: Articles of Association The followi
Page 43 and 44: 2) a Director to accept or continue
Page 45 and 46: The Disclosure and Transparency Rul
Page 47: 106 British American Tobacco Annual

Directors' Report: Governance - British American Tobacco

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