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Thorn-EMI 1995 Annual Report

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32. Directort'and employees' emoluments and Directorl' interests continued<br />

The Sexior Executiae Incentiae Plan ("SEIP")<br />

As first reported in the 1993 <strong>Annual</strong> <strong>Report</strong> and Accounts, the Committee approved the SEIP<br />

with effect from I April 1993 to cover the uK Executive Directors and certain other senior<br />

executives,It includes an annual and a longer-term bonus element which are both payable in the<br />

form of share awards (or rights to acquire such shares) and with provisions that either encourage<br />

or require these to be held.<br />

Awards under the annual element of the plan are based on appropriate Group or business<br />

sector profit targets set at the beginning of each year by the Committee. Such awards are<br />

generally equal in value to 200/o of base salary if the Target Profit is achieved and increase to<br />

a maximum of 350/o ofbase salary if the Maximum Proftt target is exceeded. Following<br />

confrrmation of the year's profit performance, the appropriate award may be released (and the<br />

shares may be sold immediately) or, at the executive's request, may be deferred. The value of the<br />

award is increased by one-third provided it is deferred for at least three years (the value of this<br />

one-third increase being included in reported emoluments only at the end of the three-year<br />

deferal period). The share equivalent of dividends which would have been paid on the deferred<br />

shares will be added to the award during the deferral period.<br />

The longer-term element of the plan is equal to the annual element but vests only after a<br />

deferral period ofbetween three and seven years and then only on achievement of a further<br />

performance target (the value of the award being included in reported emoluments only if and<br />

when this target is achieved). This target currently demands that real (i.e. inflation corrected)<br />

profit growth be achieved by the Group or appropriate business sector over the deferral period.<br />

Failure to have met the target after seven years results in the loss of the award. The share<br />

equivalent of dividends which would have been paid on the shares will be added to the award<br />

during the deferral period.<br />

<strong>EMI</strong> Music Execative Incentiue PIan ("EIP") and Long-lZrm Incentiae PIan ("LTIP")<br />

The E1P is an annual cash bonus based on <strong>EMI</strong> Music profit targets set at the beginning of each<br />

year by the Committee. At the most senior level it is equal to 500/o ofbase salary if the Target<br />

Profit is achieved and increases to a maximum of 1000/o of base salary if the Maximum Profit<br />

target is exceeded.<br />

The LTIP, created in 1989, is a bonus based on a continued substantial improvement in<br />

<strong>EMI</strong> Music profrts ovet successive three-year cycles set at the beginning ofeach cycle by the<br />

Committee. For the cycles up to and including the cycle which ended on 31 March <strong>1995</strong><br />

(cycle 4), an individually-set cash amount was payable if the three-yearTarget Profit was<br />

achieved increasing to a maximum of1500/o ofthe cash amount if the Maximum Profit target<br />

was exceeded. For future cycles (the frrst ofwhich, cycle 5, ends 31 March <strong>1995</strong>) the Committee<br />

has modified the LIIP to provide share awards (rather than cash) which the executives are<br />

encouraged to continue to hold beyond the three-year cycle.<br />

The LIIP is now converted into a share award at the beginning ofthe cycle. Following<br />

confirmation of the profrt performance over the cycle, the appropriate award may be released<br />

(and the shares may be sold immediately) or, at the executive's request, may be deferred. The<br />

value of the award is increased by one-quarter provided it is deferred for three years (the value of<br />

the one-quarter increase being included in reported emoluments only at the end of the threeyear<br />

delerral period). The share equivalent of dividends which would have been paid on the<br />

deferred shares will be added to the award during the deferral period.<br />

Share Optlons and Share Appreciatlon Rightt ("SARs")<br />

Executives, including the Executive Directors, are normally granted options annuall% at the<br />

discretion of the Committee. An option is the right (but not the obligation) to buy shares in the<br />

future at the market share price prevailing when the option was granted. The "gain" is thus the

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