ANNUAL REPORT AND ACCOUNTS 2012 - RSA, Annual Report ...

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DIRECTORS’ REMUNERATION REPORT CONTINUED Pension benefits Non-Executive Directors are not entitled to any pension benefits. No Executive Directors were members of the Group defined benefit scheme in the year. The Company contributions paid in respect of Executive Directors who are members of Group defined contribution schemes, were as follows: Company contributions paid in 2012 £ Company contributions paid in 2011 £ Adrian Brown 1 4,354 23,141 George Culmer 2 16,495 44,520 Notes: 1. The contributions disclosed in the table above relate to the period to 31 January 2012 at which date Adrian Brown opted out of the defined contribution scheme. 2. The contributions for George Culmer for 2012 relate to the period from 1 January 2012 to 14 May 2012 when he left the Company. Shareholdings The interests of Directors in ordinary shares of 27.5p each of the Company were as follows: Director Executive Directors 1,2 Shares held at 1 January 2012 Shares held at 31 December 2012 Adrian Brown 505,149 624,407 Richard Houghton 3 – – Simon Lee 1,016,664 1,359,300 Non-Executive Directors 2 Alastair Barbour 20,000 20,609 Noel Harwerth 10,000 10,000 Edward Lea 703,521 764,917 Malcolm Le May 20,107 21,862 John Maxwell 522,977 536,832 Hugh Mitchell 3 – 20,000 John Napier 4 600,821 653,256 Jos Streppel – – Johanna Waterous 36,761 36,761 Notes: 1. The Executive Directors each had a beneficial interest as at 31 December 2012 in Voluntarily Invested Deferred Shares of 27.5p each held under the LTIP and in the Partnership, Dividend and Matching Shares under Sharebuild which are not included in the above table. These are disclosed on pages 70 and 71. 2. As at 19 February 2013, the interests in ordinary shares of the current Non-Executive Directors and Richard Houghton had not changed since 31 December 2012. Changes in the interests of Simon Lee and Adrian Brown are disclosed in the notes to the Sharebuild table on page 71. The above table does not reflect any subsequent changes in shareholdings of those Directors who have left the Company. 3. Richard Houghton and Hugh Mitchell were appointed to the Board on 12 June 2012 and 26 September 2012 respectively. Accordingly, the table above shows shares held by them on the date of their respective appointments and not 1 January 2012. 4. John Napier retired as a Director and Chairman of the Company on 31 December 2012. The above schedule reflects his shareholding as at 31 December 2012. 68 | RSA | Annual Report and Accounts 2012
CORPORATE GOVERNANCE Options 1999 ESOS The 1999 ESOS is an executive share option scheme under which options were granted with an exercise price equal to the fair value of the shares at the date of grant. Any outstanding options expire ten years from the date of grant. No grants have been made under the 1999 ESOS since 2006. The 1999 ESOS expired in 2009 although a number of options remain outstanding in accordance with the rules of the scheme. The relevant performance conditions were achieved in respect of all options granted between those dates. Outstanding options – ESOS and Sharesave None of the terms or conditions of any of the existing options over shares of the Group were varied during the year. Full details of all Directors’ shareholdings and options to subscribe for shares are recorded in the Group’s Register of Directors’ Interests which is open to inspection by shareholders at the AGM and at the Company’s registered office during standard business hours. Unexpired options held during 2012 in respect of the ordinary shares of the Company as a result of executive and Sharesave share option schemes are shown below. All options were granted for nil consideration. Director and Scheme Number of options at 1 January 2012 Options granted during the year Options exercised during the year Market price (pence) on date of Exercise 1 Options lapsed during the year Number of options at 31 December 2012 Exercise price (pence) Dates exercisable from Dates exercisable to Adrian Brown 1999 ESOS 38,423 – – – 38,423 – 234.2 11.03.05 10.03.12 Sharesave 5,096 – – – – 5,096 117.0 01.12.13 31.05.14 Sharesave 6,091 – – – – 6,091 97.0 01.12.14 31.05.15 Sharesave 4,078 – – – – 4,078 100.0 01.12.15 31.05.16 Simon Lee 1999 ESOS 206,049 – – – – 206,049 114.1 04.06.06 03.06.13 1999 ESOS 125,000 – – – – 125,000 92.4 16.10.06 15.10.13 1999 ESOS 161,392 – – – – 161,392 79.0 14.06.07 13.06.14 1999 ESOS 167,763 – – – – 167,763 76.0 18.11.07 17.11.14 1999 ESOS 525,937 – – – – 525,937 80.0 08.04.08 07.04.15 1999 ESOS 169,355 – – – – 169,355 93.0 18.08.08 17.08.15 Sharesave 2,297 – – – 2,297 – 117.0 01.12.11 31.05.12 Sharesave 3,555 – 3,555 119.3 – – 97.0 01.12.12 31.05.13 Sharesave 3,060 – – – – 3,060 100.0 01.12.13 31.05.14 Sharesave 2,652 – – – – 2,652 95.0 01.12.14 31.05.15 Sharesave – 3,800 – – – 3,800 90.0 01.02.16 31.07.16 Notes 1. The aggregate gain made by Directors during the year on the exercise of share options amounted to £792.77. 2. The official closing middle market price at its highest during the year was 127.9p per share and at its lowest was 97.65p per share. On the last dealing day of the year it was 125.7p per share. Annual Report and Accounts 2012 | RSA | 69
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ANNUAL REPORT AND ACCOUNTS 2012
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INTRODUCTION This Annual Report and
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INTRODUCTION CANADA 19% of 2012 Gro
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INTRODUCTION PAY CLAIMS INVEST PRUD
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BUSINESS REVIEW 8 Chairman’s Stat
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BUSINESS REVIEW This striving for e
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BUSINESS REVIEW OUR STRATEGY I am c
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BUSINESS REVIEW • Can we differen
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BUSINESS REVIEW FINANCIAL HIGHLIGHT
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FINANCIAL STATEMENTS Rights attachi
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FINANCIAL STATEMENTS 21. INSURANCE
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FINANCIAL STATEMENTS At the end of
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FINANCIAL STATEMENTS Including the
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FINANCIAL STATEMENTS Mortality rate
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FINANCIAL STATEMENTS 10. SHARE BASE
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OTHER INFORMATION 148 Shareholder i
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OTHER INFORMATION JARGON BUSTER Bel
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