G4S Annual Report and Accounts 2011

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Overview Strategic review Performance Directors’ remuneration report continued The following information has been audited Base salaries, fees and bonuses Executive directors Salary and fees £ Value of benefits (excl pensions) £ Performance related bonus £ 2011 Total £ 2010 Total £ Nick Buckles 830,000 27,920 – 857,920 1,416,176 Trevor Dighton 510,000 34,695 – 544,695 825,571 Grahame Gibson (see notes 1 and 2 below) 622,926 43,749 – 666,675 1,100,773 Senior Independent Director £ Chair of Committee £ Non-executive directors Base Fee £ 2011 Total £ 2010 Total £ Alf Duch-Pedersen 280,000 – – – 280,000 270,000 Lord Condon 55,450 10,250 17,125 41,775 124,600 125,350 Mark Elliott 55,450 – 8,775 – 64,225 54,100 Winnie Fok 55,450 – – – 55,450 13,525 Thorleif Krarup 4,508 – – – 4,508 54,100 Bo Lerenius 55,450 – – – 55,450 54,100 Mark Seligman 55,450 – 17,125 9,780 82,355 70,800 Clare Spottiswoode 55,450 – – – 55,450 29,304 Total 2,791,328 4,013,799 Notes: 1. The company paid air fares amounting to US$35,137 for flights between the UK and the USA for Mr Gibson’s wife and children. This sum is taxable in the USA and not included in the figures above. 2. Mr Gibson receives part of his salary in sterling and part in US$. The US$ element has been translated into sterling for the purposes of his salary at the exchange rates prevailing in each month in which Mr Gibson was paid. Deputy Chair £ The annual base salaries of the executive directors and the annual fees of the non-executive directors at 31 December 2011 were: Executive directors Nick Buckles £830,000 Trevor Dighton £510,000 Grahame Gibson £53,444 and US$917,112 Non-executive directors Alf Duch-Pedersen (chairman) £290,000 Lord Condon £84,850 Mark Elliott £74,350 Winnie Fok £56,800 Bo Lerenius £56,800 Mark Seligman £121,150 Clare Spottiswoode £56,800 68 G4S plc Annual Report and Accounts 2011
Governance Financial statements Shareholder information Directors’ interests in Performance Share Plan Executive directors Conditional shares held at 31.12.10 Shares awarded conditionally on 21.03.11 Face value of 2011 awards* 2008 awards Conditional shares held at 31.12.11 Nick Buckles 2,091,862 651,150 2 times salary (683,880) 2,059,132 Trevor Dighton 979,040 300,078 1.5 times salary (320,140) 958,978 Grahame Gibson 1,071,935 315,341 1.5 times salary (350,520) 1,036,756 *Market price at date of award was 257.20p. The conditions subject to which allocations of conditional shares vest under this plan are described under (c) Performance Share Plan on pages 65 and 66. During the year under review the performance share plan awarded in March 2008 vested in March 2011. The vesting percentage was 58.35%, split as follows: Criteria Split Vesting level Earnings per share 2/3 56.3% Total shareholder return 1/3 62.44% The number of shares released from the performance share plan that vested in March 2011 were: No of conditional shares awarded in March 2008 No of shares vested Additional shares arising from dividends Shares released before PAYE deductions Nick Buckles 683,880 399,021 30,922 429,943 Trevor Dighton 320,140 186,791 14,475 201,266 Grahame Gibson 350,520 204,517 15,848 220,365 Market price at date of vesting (17.3.11) was 256.4p. Directors’ interests in shares of G4S plc (unaudited) All interests shown below are beneficial and exclude shares awarded conditionally under the performance share plan as shown above. Executive Directors At 31.12.11 At 31.12.10 Nick Buckles deferred shares* 252,455 386,345 shares 1,832,050 1,696,802 Total 2,084,505 2,083,147 Trevor Dighton deferred shares* 145,161 221,212 shares 1,255,090 1,118,346 Total 1,400,251 1,339,558 Grahame Gibson deferred shares* 150,527 236,362 shares 706,509 631,671 Total 857,036 868,033 Alf Duch-Pedersen 128,560 128,560 Lord Condon 2,029 2,029 Mark Elliott 25,000 25,000 Winnie Fok 20,000 20,000 Bo Lerenius 16,000 16,000 Mark Seligman 75,496 75,496 Clare Spottiswoode – – *The deferred shares are those granted and held in trust, but do not include the further shares with a value equivalent to the dividends which would have been paid. There have been no changes in the directors’ holdings since 31 December 2011. As at 31 December 2011, each of Nick Buckles, Trevor Dighton and Grahame Gibson also had a deemed interest in 6,265,571 ordinary shares held in the G4S Employee Benefit Trust. G4S plc Annual Report and Accounts 2011 69
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