GSK Annual Report 2002

Non-Executive Directors’ share arrangements
Remuneration report GlaxoSmithKline 47
Non-Executive Directors are required to receive part of their fees in the form of shares and ADSs which are detailed below together with
their value at the dates of award. They may also elect to receive part or all of the balance of their fees in the form of shares and ADSs.
The shares allocated to their accounts, which are not transferred to them until retirement, are also included in Directors’ interests.
Total value 2002 2001
of holdings
at 31.12.02
Allocated Elected Allocated Elected
£ Shares ADSs £ £ Shares ADSs £ £
Sir Richard Sykes – 1,500 – 24,535 – 6,000 – 110,995 –
Sir Christopher Hogg 111,141 4,063 – 50,713 37,500 1,000 – 18,499 –
Sir Roger Hurn 128,827 3,000 – 40,733 40,000 3,000 – 55,498 30,000
Sir Peter Walters – 750 – 12,268 10,000 3,000 – 55,498 30,000
Mr P A Allaire 34,946 – 500 13,720 – – 500 18,457 –
Dr M Barzach 24,338 1,000 – 13,578 – 1,000 – 18,499 –
Mr D C Bonham – – – – – 250 – 4,539 –
Sir Peter Job 87,128 1,000 – 13,578 45,000 1,000 – 18,499 33,750
Mr J H McArthur 35,827 – 500 13,720 – – 500 18,457 18,750
Mr D F McHenry 34,946 – 500 13,720 – – 500 18,457 –
Sir Ian Prosser 67,254 1,000 – 13,578 22,500 1,000 – 18,499 16,875
Dr R Schmitz 54,830 1,000 – 13,578 22,000 1,000 – 18,499 16,170
Dr L Shapiro 53,666 – 500 13,720 – – 500 18,457 –
Mr J A Young – – 125 3,886 14,667 – 500 18,457 45,833
The total value of holdings as at 31st December 2002 represents the value of those shares and ADSs awarded in 2002 and prior years,
together with the value of dividends re-invested. Upon retirement the Non-Executive Directors will receive either the shares and ADSs or
a cash amount equal to the value of the shares and ADSs as at the date of retirement.
Directors’ interests
The following beneficial interests of the Directors of the company are shown in the register maintained by the company in accordance
with the Companies Act 1985:
Shares ADSs
3rd March 31st December 31st December 3rd March 31st December 31st December
Footnote 2003 2002 2001 2003 2002 2001
Dr J P Garnier – – – 55,639 55,010 53,735
Mr J D Coombe a,b 173,243 172,537 150,836 – – –
Sir Christopher Hogg d 13,714 13,714 6,216 – – –
Sir Roger Hurn d 21,695 21,695 15,519 – – –
Mr P A Allaire d – – – 7,192 7,192 6,660
Dr M Barzach d 3,028 3,028 1,990 – – –
Sir Peter Job d 9,537 9,531 5,023 – – –
Mr J H McArthur d – – – 6,314 6,281 5,631
Mr D F McHenry c,d – – – 4,345 4,345 3,795
Sir Ian Prosser d 7,047 7,047 4,255 – – –
Dr R Schmitz d 4,600 4,600 1,878 2,840 2,840 3,840
Dr L Shapiro d 1,570 1,570 1,518 3,399 3,399 2,218
One GlaxoSmithKline ADS represents two GlaxoSmithKline shares.
a Includes shares purchased through the GlaxoSmithKline ShareReward Plan totalling 225 shares at 31st December 2002 (2001 – 14) and 271 shares at
3rd March 2003.
b Includes a non-beneficial interest in trusts which hold 13,241 shares at 31st December 2002 (2001 – 16,901) and nil shares at 3rd March 2003.
c In addition to the interests shown above, Mr McHenry has interests in a deferred fees plan relating to the period during which Mr McHenry was
a Director of SmithKline Beckman prior to the merger with Beecham Group in 1989. The deferred fees are now indexed to the total return on
GlaxoSmithKline shares and are payable over seven years following Mr McHenry’s retirement as a Non-Executive Director of GlaxoSmithKline.
The total accumulated value of deferred fees on 31st December 2002, restated to reflect the merger and fully provided for, was equivalent to 21,964
GlaxoSmithKline ADSs.
d Includes shares and ADSs received as part or all of their fees as described under Non-Executive Directors’ share arrangements above. Dividends received
on these shares and ADSs were converted to shares and ADSs as at 31st December 2002. These are also included in the Directors’ interests above.
The interests of the above-mentioned Directors at 3rd March 2003 reflect changes between the end of the financial year and 3rd March 2003.