Annual Report - SABMiller India

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Remuneration report continuedSABMiller plc Performance Share Award SchemeThe terms and conditions of the awards, including the performance conditions to which their vesting is subject, are set out onpages 52 and 53.Table A Awards Unvested at 31 March 2007 to 31 March 2008No. of Maximum No. ofshares under additional sharesconditional No. of shares that underbase awards shares could be Performance Awards Awards conditionalas at granted Expected awarded Expected period vested lapsed awards as at31 March during value after value 3 years during during 31 MarchDirector 2007 the year* £ vesting £ from the year the year 2008EAG Mackay 111,352** – 395,300 34,798 115,876 21/05/2004 69,595 41,757 –105,676*** – 466,031 52,838 221,920 20/05/2005 – – 105,676230,000 – 1,731,517 n/a n/a 19/05/2006 – – 230,000– 230,000 1,987,200 n/a n/a 18/05/2007 – – 230,000565,676MI Wyman 51,098** – 181,398 15,968 53,174 21/05/2004 31,936 19,162 –47,554*** – 209,713 23,777 99,863 20/05/2005 – – 47,554140,000 – 1,053,967 n/a n/a 19/05/2006 – – 140,000– 140,000 1,209,600 n/a n/a 18/05/2007 – – 140,000327,554* The face value (market value at the time of the award) of these nil cost conditional awards is assumed to be £5.705 for the 31 May 2002 tranche,£4.77 for the 9 July 2002 tranche, £4.1575 for the 23 May 2003 tranche, £6.605 for the 21 May 2004 tranche, £8.28 for the 20 May 2005 tranche,£10.61 for the 19 May 2006 tranche and £11.67 for the 18 May 2007 tranche for the purposes of the expected value calculations. The expected valuesshown are the aggregate expected values of all outstanding awards estimated by reference to the probabilities of any portion of each award vesting.** As these vested during the year, as to 62.5% of maximum, they are also shown in the vested table below. They are retained in this schedule to showfull amount granted and correlating expected value.*** After the year end, the 20 May 2005 tranche was tested against TSR performance criteria, the results of which were below median and thereforeall of the awards comprised in the 20 May 2005 tranche have subsequently lapsed.Note: Mr Mackay and Mr Wyman were awarded 230,000 and 140,000 conditional awards of performance shares respectively on 16 May 2008.Table B Awards Vested at 31 March 2007 with additional vesting (either during the year or pending)MaximumNo. ofNo. of additional additionalshares vested shares shares underunder base awarded Awards Awards conditionalaward as at arising from Expected Performance vested lapsed awards as at31 March vesting of the value period 5 during during 31 MarchDirector 2007 base award £ years from the year the year 2008EAG Mackay 100,789 50,395 143,750 31/05/2002 50,395** – –240,000 120,000 543,780 09/07/2002 120,000*** – –163,860 81,930 176,150 23/05/2003 – – 81,93069,595 34,798 115,876 21/05/2004 69,595* 41,757* 34,798116,728MI Wyman 46,670 23,335 66,563 31/05/2002 23,335** – –160,000 80,000 362,520 09/07/2002 80,000*** – –76,669 38,335 82,419 23/05/2003 – – 38,33531,936 15,968 53,174 21/05/2004 31,936* 19,162* 15,96854,303* The indicated conditional awards of free shares were tested against the performance condition described in this report over the three years ended21 May 2007 and achieved 62.5% of maximum. The remainder of the award did not vest and has lapsed. Of these vested shares 28,534 and 13,094shares were sold to cover income tax liabilities owing by Mr Mackay and Mr Wyman respectively. These are now beneficially held as represented in thebeneficial schedule on page 55, but retained in this table as they may rank for the 50% additional award after two years from 21 May 2007. The price onthe vesting date being, 21 May 2007, was £11.80 per share.** These awards represent the automatic additional 50% vesting arising from the original 31 May 2002 award, the shares having been held in Trust for anadditional two years after the original vesting date. Of these additional vested shares 20,662 and 9,568 shares were sold to cover income tax liabilitiesowing by Mr Mackay and Mr Wyman respectively. The price on vesting date, being 31 May 2007, was £11.97 per share.*** These awards represent the automatic additional 50% vesting arising from the original 9 July 2002 award, the shares having been held in Trust for anadditional two years after the original vesting date. Of these additional vested shares 49,200 and 32,800 shares were sold to cover income tax liabilitiesowing by Mr Mackay and Mr Wyman respectively. The price on vesting date, being 9 July 2007, was £12.73 per share.58 Remuneration reportSABMiller plc Annual Report 2008
SABMiller plc Executive Share Purchase SchemePrior to adoption of new share schemes on listing in March 1999, each of the executive directors participated in the old SAB ExecutiveShare Purchase Scheme.Details of options granted and share purchases awarded prior to listing in respect of SAB Ltd shares under this scheme are set out below:No. of shareNo. of share optionsNo. of share options implemented/ No. of shareoptions as at granted exercised Sale Exercisable options as at31 March during the during price/market Subscription 5-10 years 31 MarchDirector 2007 year the year price (R) price (R) from 2008MI Wyman 40,000 – 30,000 164.00 32.84 14/09/1998 –– 10,000 171.00 32.84 14/09/1998 –60,000 – 10,000 171.00 46.40 11/11/1998 50,000Note: Implemented 30,000 deferred rights and options, arising from the 14 September 1998 tranche, on 5 March 2008 at R164.00 per share. Implementedthe remaining 10,000 deferred rights and options on 25 March 2008. A further 10,000 deferred rights and options were implemented on the same dayarising from the 11 November 1998 tranche. The price obtained was R171.00 per share.The executive directors are not eligible to receive further awards under this scheme. The characteristics for this scheme are such thatgains on exercise of options were recognised in prior years in respect of all the share rights reflected in the table.From 3 June 2000, the SAB Executive Share Purchase Scheme was closed for purposes of new awards, and replaced by the MirrorScheme for the purposes of new awards to employees of South African employers in the group and certain categories of other employeesof South African origin elsewhere in the group (other than SABMiller plc directors), principally in Africa. These are issued annually toemployees on the basis of assessment of performance and potential. The unconditional vesting period was reduced from a five-yearperiod to a three-year period for the May 2006 and future grants, in line with local market practice.ApprovalThis report was approved by the board on 14 May 2008 as recommended by the remuneration committee on 13 May 2008.By order of the boardMiles MorlandDirectorChairman of the Remuneration Committee2 June 2008Overview Operating and financial review Governance Financial statements Shareholder informationRemuneration report 59SABMiller plc Annual Report 2008
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Annual ReportSABMiller plc Annual R
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Our performance■ Group lager volu
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North AmericaMiller Brewing Company
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Share price 1 April 2003 to 31 Marc
Page 9 and 10: Chief Executive’s reviewSuccess r
Page 11 and 12: In South Africa, where SAB Ltd bega
Page 13 and 14: Grolsch: a strong additionto the pr
Page 15 and 16: A full portfolio in BotswanaSt Loui
Page 17 and 18: Developing relationships with large
Page 19 and 20: Leveraging our local value chainWhe
Page 21 and 22: Double digit organic constant curre
Page 23 and 24: +16%increase in dividendsfor the ye
Page 25 and 26: Our strong financial structure give
Page 27 and 28: In Panama lager volumes were up by1
Page 29 and 30: of 2.4% for the year complemented b
Page 31 and 32: Volumes grew in both the mainstream
Page 33 and 34: For our full Sustainable Developmen
Page 35 and 36: Priority Why it is Targets we set P
Page 37 and 38: For ease of reference, directors’
Page 39 and 40: considered by the board. The perfor
Page 41 and 42: 5.6 The corporate accountability an
Page 43 and 44: The directors are responsible for t
Page 45 and 46: ^ Corporate accountability and risk
Page 47 and 48: Directors’ reportThe directors ha
Page 49 and 50: As noted above the board has determ
Page 51 and 52: Remuneration reportIntroductionThis
Page 53 and 54: Annual incentive plansEach of the e
Page 55 and 56: During the year Mercer undertook th
Page 57 and 58: Directors’ beneficial interests i
Page 59: SABMiller plc Approved Share Option
Page 63 and 64: Independent auditors’ reportto th
Page 65 and 66: Consolidated balance sheetat 31 Mar
Page 67 and 68: Consolidated statement of recognise
Page 69 and 70: 1. Accounting policies continuedc)
Page 71 and 72: 1. Accounting policies continuedInt
Page 73 and 74: 1. Accounting policies continuedDer
Page 75 and 76: 1. Accounting policies continuedDef
Page 77 and 78: 2. Segmental analysisPrimary report
Page 79 and 80: 2. Segmental analysis continuedBala
Page 81 and 82: 3. Net operating expenses continued
Page 83 and 84: 6. Employee and key management comp
Page 85 and 86: 8. Earnings per share2008 2007US ce
Page 87 and 88: 10. Goodwill continuedGoodwill allo
Page 89 and 90: 12. Property, plant and equipmentAs
Page 91 and 92: 13. Investments in associates conti
Page 93 and 94: 16. Trade and other receivables con
Page 95 and 96: 20. Deferred taxationThe movement o
Page 97 and 98: 21. Borrowings continuedNon-current
Page 99 and 100: 22. Financial risk factorsFinancial
Page 101 and 102: 22. Financial risk factors continue
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25. Share capital continuedDeferred
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25. Share capital continuedc) Perfo
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25. Share capital continuedOutstand
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26a. Statement of changes in shareh
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27a. Reconciliation of profit for t
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28. Acquisitions and disposalsThe f
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28. Acquisitions and disposals cont
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29. Commitments, contingencies and
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30. Pensions and post-retirement be
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33. Principal subsidiary and associ
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33. Principal subsidiary and associ
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Independent auditors’ reportto th
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Notes to the company financial stat
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1. Accounting policies continuedi)
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3. Investment in subsidiary underta
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8. Financial instruments continuedD
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10. Profit and loss informationEmpl
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IFRS IFRS IFRS IFRS UK GAAP UK GAAP
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Ordinary shareholding analysesListe
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AdministrationSABMiller plc(Registr
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SGS-COC-003115Printed on a 75% recy
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