Enterprise Inns plc Annual Report and Accounts 2012

Directors’ Remuneration Report
Annual Report 2012 Our Governance
(i)
(ii)
(iii)
(iv)
(v)
(vi)
These shares have vested and have been used to count towards the participant’s co-investment in investment
shares for the purposes of calculating the matching share award for the financial year 2008/09 details of which
are set out under the section on the LTIP below.
These shares have vested and have been used to count towards the participant’s co-investment in investment
shares for the purposes of calculating the matching share award for the financial year 2009/10, details of which
are set out under the section on the LTIP below. These shares represent the deferral of the entire annual bonus
for the year 2008/09.
These shares have vested and have been used to count towards the participant’s co-investment in investment
shares for the purposes of calculating the matching share award for the financial year 2010/11, details of which
are set out under the section on the LTIP below. These shares represent the deferral of the entire annual bonus
for the year 2009/10.
These shares have vested and have been used to count towards the participant’s co-investment in investment
shares for the purposes of calculating the matching share award for the financial year 2011/12, details of which
are set out under the section on the LTIP below. These shares represent the deferral of the entire annual bonus
for the year 2010/11.
Market value is calculated using the mid-market price of the shares at 30 September 2012, being 63.0 pence.
As a result of proposed changes to UK income tax and national insurance contributions, the Committee agreed
to allow the executive directors to accelerate the vesting of awards that had been fully earned under the Bonus
Plan. On 12 February 2010, the vesting of these awards was accelerated and the options exercised. The exercise
was conditional on each director agreeing to hold all of the shares acquired on the exercise of the option as
“forfeitable” shares under the rules of the Bonus Plan. Therefore, each director agreed not to sell, transfer,
charge or otherwise dispose of any interest in these shares before the expiry of the applicable holding period,
being the date the awards would have originally vested. All shares acquired as a result will be forfeited if the
director ceases to be an officer or employee of the Group before the expiry of the holding period unless the
director ceases to be an officer or employee for one of the “good leaver” reasons specified under the Bonus
Plan. The shares exercised are included in the table of directors’ interests on pages 51 and 52 below.
(vii) This is the applicable holding period for awards exercised on 12 February 2010.
(viii) The forfeiture period applying to the shares acquired on 12 February 2010 under the award granted to Simon
Townsend on 28 November 2008, expired on 28 November 2011, at which point all of these shares ceased to be
subject to the risk of forfeiture and the restrictions regarding their transfer and disposal.
(ix)
(x)
This reflects the actual number of shares granted on 12 December 2011. As explained in the 2011 Remuneration
Report, this figure was previously based on an estimated market value of shares.
The share price at which the number of deferred shares granted under the Bonus Plan is calculated will not be
confirmed until after the date of approval of the accounts. The number of deferred shares awarded for the 2012
financial year is therefore estimated by using the mid-market price of the shares on 30 September 2012, being
63.0 pence. The grant and exercise dates will therefore be revised to reflect the actual date of grant.
£1 in aggregate is payable on the exercise of each year’s award under the Bonus Plan.
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