Report & Accounts - JLT

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Remuneration ReportNotes1 Includes £5,000 in respect of Mr Howe’s role as a Trustee of the JLT Group Pension Scheme.2 Pension allowance payable to individual directors.3 Other benefits include life assurance cover, car benefit/allowance, medical insurance and permanent health insurance and dividend incomeon shares held under the LTIP as they mature.4 The benefits for Mr Hammond are for the period 1st January 2005 to 1st December 2005. Under the terms of his contract with theCompany, Mr Hammond will be paid his contractual level of remuneration for the duration of his notice period to 31st March 2007 totalling£487,000, together with the payment of a deferred bonus of £144,000 in respect of 2004. The awards made to Mr Hammond under theLTIP 2004 lapsed upon the date of his resignation.5 Mr Hobson retired from the Board on 31st July 2005.6 Mr Keljik was appointed a director on 1st November 2005.7 Messrs. Chouraqui, Lloyd and Sermon retired from the Board on 28th April 2005.8 Mr MacAndrew was appointed a director on 1st July 2005.9 The Group operates a 'Salary and Bonus Sacrifice' arrangement which affords a saving of 12.8% in respect of Employer's NationalInsurance Contributions (NIC) to the Group, the benefit of which is used to enhance pension contributions for the employees who take partin the arrangement. This arrangement was available to all JLT employees in the UK.Under this arrangement, Mr Burke and Mr Collins requested that a percentage of any amounts they were to be awarded by theRemuneration Committee as a discretionary bonus in March 2006 instead be made in the form of a contribution to pension.The Company's NIC saving is £40,960 in respect of Mr Burke and £32,000 in respect of Mr Collins and these amounts are included in thetotal bonus shown.Mr Burke has also been awarded a deferred performance bonus of £160,000 in respect of 2005 which will vest in March 2009. This amountis also included in the total bonus shown.10 Following the appointment of Mr Burke as Chief Executive on 1st December 2005, his salary was increased to £500,000 pa from that date.37Share interestsThe interests of the directors in the Company’s variousshare option schemes and long term incentive plans areas detailed in the following tables:The middle market price of ordinary shares at31st December 2005 was 499p and the range duringthe period 1st January to 31st December 2005 was335.25p to 506.50p.Shares*The interests of the directors at 1st January 2005 (orupon later appointment) and at 31st December 2005 inthe ordinary shares of Jardine Lloyd Thompson Group plc(excluding options and LTIP) are set out below:1st Jan 200531st Dec 2005 (or later appointment)Total holdingTotal holdingK A Carter# 379,382 379,382D J Burke 26,483 1,073A D J B Collins 9,472 9,062J P Hastings-Bass 106,949 102,682G M T Howe 5,000 5,000C A Keljik (Appointed 1 Nov 2005) - -S L Keswick 2,249 2,249C G R Leach 22,500 22,500N R MacAndrew (Appointed 1 Jul 2005) - -R A Scott 4,000 4,000G W Stuart-Clarke 74,981 74,571V Y A C Wade 1,493 1,493632,509 602,012#Mr K A Carter’s holding at 31st December 2005 includes 20,000 sharesheld non-beneficially (2004: 20,000 shares).*This table has been audited by PricewaterhouseCoopers LLP.Between 1st January 2006 and 20th March 2006(being the latest practicable date prior to the posting ofthis report) the trustees of the Jardine Lloyd ThompsonGroup plc All Employee Share Plan have acquired 95shares each on behalf of D J Burke, A D J B Collins,J P Hastings-Bass and G W Stuart-Clarke.With the exception of the directors’ interests disclosed inthis Report, no director had any additional interest in theshare capital of the Company during the year.At 20th March 2006 (being the latest practicable dateprior to the posting of this report), no further changes ofdirectors’ interests have been notified since the endof the year.Jardine Lloyd Thompson Group plc Annual Report & Accounts 2005
Remuneration ReportRemuneration ReportRemuneration Report38At 31st December 2005 ordinary shares held andallocated under Employee Benefit Trusts were as follows:Ordinary sharesTotal held by trustees 6,352,576Shares allocated 9,379,898The Employee Benefit Trusts have agreed to satisfyawards over 9,379,898 shares in the Company, of which3,986,607 are subject to performance conditions.The number of shares that will be required by the truststo satisfy those awards (to the extent that they vest) isreviewed periodically and holdings will be increased asnecessary.By virtue of the Companies Act 1985, each executivedirector of the Company, being a member of a class ofpotential beneficiaries of the above trusts, is deemed tohave an interest in all the ordinary shares held by thetrustees.At 20th March 2006 (being the latest practicable dateprior to the posting of this report), shares held underEmployee Benefit Trusts were as follows:Ordinary sharesTotal held by trustees 6,336,435Shares allocated 9,268,124Option Schemes (excluding LTIP)*ExercisedGranted [lapsed] Date fromAt 1st during Vested during the At 31st Exercise which ExpiryJan 2005 2005 during 2005 year Dec 2005 price exercisable date NoteD J Burke 2,020 - - - 2,020 £4.565 1.11.06 30.04.07 a)J P Hastings-Bass 3,857 - 3,857 3,857 - £2.10 01.07.05 31.12.05 a)1,805 - - - 1,805 £4.565 01.11.08 30.04.09 a)G W Stuart-Clarke 3,472 - - - 3,472 £4.565 01.11.08 30.04.09 a)*This table has been audited by PricewaterhouseCoopers LLPa) Options held under the Jardine Lloyd Thompson Group Sharesave Scheme 1997. This is an all employee Inland Revenue approvedscheme to which performance criteria are not attached.Jardine Lloyd Thompson Group plc Annual Report & Accounts 2005
Page 1 and 2: Jardine Lloyd Thompson Group plcAnn
Page 3 and 4: Chairman’s StatementChairman’s
Page 5 and 6: Chairman’s StatementChairman’s
Page 7 and 8: Chief Executive’s StatementChief
Page 9 and 10: Operational ReviewOperational Revie
Page 17 and 18: Financial ReviewFinancial Review16B
Page 19 and 20: Financial ReviewFinancial ReviewCas
Page 21 and 22: Financial ReviewFinancial Review20J
Page 23 and 24: DirectorsDirectors221 2 34 5 6Jardi
Page 25 and 26: Directors’ ReportDirectors’ Rep
Page 33 and 34: Remuneration ReportRemuneration Rep
Page 37: Remuneration ReportRemuneration Rep
Page 43 and 44: Corporate Social ResponsibilityCorp
Page 45 and 46: Group Financial StatementsGroup Fin
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Financial StatementsBalance SheetAs
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Advisers/Shareholder Information112
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Registered Office:6 Crutched Friars
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Report & Accounts - JLT

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