DIRECTORS’REMUNERATION REPORT continuedRemuneration structure continuedBasic salary and benefitsThe basic salary and benefits are generally not the mostsignificant part of a director’s overall compensationpackage. Each executive director receives a salarywhich is reviewed annually by the committee.Certain non-cash benefits are also provided includingprivate health care, and life assurance through themembership of one of the pension schemes.Pension schemesEach UK-based director is entitled to participate inthe Harmsworth Pension Scheme (a defined benefitscheme, closed to new directors), the <strong>Euromoney</strong>Pension Plan (a money purchase plan) or their ownprivate pension scheme. Directors based overseasare entitled to participate in the pension schemearrangements applicable to the country where theywork. Currently, NF Osborn, CR Brown, RT Lamont,D Alfano, G Mueller and MJ Carroll participate in thegroup’s US 401(k) plan. Details of pension schemecontributions can be found on page 32 of this report.There are no other post retirement benefits.Profit share schemeThe group believes in aligning the economic interestsof management with those of shareholders andachieves this through a comprehensive profit sharingscheme that links the pay of each executive director tothe profits and growth in profits of the businesses thatthe executive director manages.The executive directors who manage business divisionsare set profit thresholds for the businesses for whichthey are responsible. The profit thresholds are set atthe time the director takes on responsibility for thebusinesses concerned, usually based on the profitsof the previous 12 months, and are adjusted if suchresponsibilities change. The normal profit sharearrangement pays 1% of profits from zero up to athreshold and then 5% of profits achieved in excessof this threshold. Some of the directors have schemeswhich have been in place for a number of years andpay profit shares at slightly higher rates or which aresubject to additional thresholds.The profit shares of the chairman and managingdirector are based on the pre-tax post-minority profitsof the group, thereby matching their profit share withthe return the group generates for its shareholders.The chairman is entitled to 6.49% of the pre-taxprofits. The managing director is entitled to 3.84%of the pre-tax profits up to a threshold of £29,000,000and an additional 1.44% of pre-tax profits in excess ofthis threshold.The finance director receives a profit share linked tothe adjusted earnings per share of the group (EPS).A fixed sum is payable for every percentage point theEPS is above 10p. A further sum is payable for everypercentage point that EPS is above 17.25p.CHC Fordham, in addition to his profit share,has a second incentive linked to the performanceof acquisitions.All of the profit share schemes are completely variablewith no guaranteed floor and no ceiling and aredesigned to be the most significant part of theexecutive director’s remuneration package.The table below shows the <strong>2006</strong> percentage split of the fixed and variable elements of each director’s remunerationpackage.FixedVariableSalary &ProfitExecutive directorsbenefitssharePM Fallon 7% 93%PR Ensor 7% 93%NF Osborn 31% 69%DC Cohen 22% 78%CR Brown 43% 57%E Bounous* 21% 79%CR Jones 52% 48%RT Lamont 76% 24%SM Brady 64% 36%D Alfano 25% 75%G Mueller 30% 70%MJ Carroll 81% 19%CHC Fordham 34% 66%Total 21% 79%* E Bounous retired as a director on April 13 <strong>2006</strong>.26 <strong>Euromoney</strong> <strong>Institutional</strong> <strong>Investor</strong> PLC
Remuneration structure continuedSAYE schemeThe group operates an all employee save as you earnscheme in which those directors employed in the UKare eligible to participate. Participants save a fixedmonthly amount of up to £250 for three years and arethen able to buy shares in the company at a price setat a 20% discount to the market value at the start ofthe savings period. In line with market practice, noperformance conditions attach to options grantedunder this plan. The executive directors who arecurrently participating in this scheme are PM Fallon,PR Ensor, NF Osborn, CR Jones, SM Brady andCHC Fordham, details of which can be found onpages 33 and 34 of this report.Share option schemesThe directors consider that share option schemes arean important part of overall compensation and alignthe interests of directors and employees with thoseof shareholders.Capital Appreciation Plan (CAP)The CAP was approved by shareholders on February 12005. Each CAP award comprises an option tosubscribe for ordinary shares of 0.25p each in thecompany for an exercise price of 0.25p per ordinaryshare. In accordance with the terms of CAP, noconsideration was paid for the grant of the awards.The awards become exercisable on satisfaction ofcertain performance conditions and lapse to the extentunexercised on September 30 2014. The scheme ispotentially available to all employees. The performanceconditions, broadly, require that the company achievepre-tax profits (before goodwill amortisation orimpairment, exceptional items and before the cost ofthe CAP) of £50 million by no later than the financialyear ending September 30 2008. In the event thatthis profit target is achieved, the option pool (of amaximum of 7.5 million shares) will be allocatedbetween the holders of outstanding awards byreference to their contribution to the achievement ofthe performance condition, but no individual may havean option over more than 10% of the option pool.One third of the awards will vest immediately, withthe other two thirds vesting in equal tranches in thefollowing two years, but only if the specified profittarget is maintained. Otherwise vesting is deferred untilthe profits achieved in 2008 are achieved again, but nolater than by reference to the year ending September30 2013. Thus the CAP is designed so that profitgrowth must be sustained if awards are to vest in full.Accordingly, and subject as described above, the awardto each director comprises an option to subscribe forup to 750,000 shares. The actual value of the CAPaward to each director will depend on the relativeprofit contribution of his/her businesses to theachievement of the performance condition. It isexpected that (subject to the satisfaction of theperformance condition) the directors will receive inaggregate approximately 25% of the option pool, oron average an option to subscribe for approximately145,000 shares each.The fair value per option granted and the assumptionsused to calculate its value are set out in note 22.1996 schemeAll executive directors have options from a previousexecutive share option scheme approved byshareholders in 1996 in which potentially all employeescould receive options. This scheme expired in <strong>2006</strong> andno share options have been issued under this schemesince February 2004 although options granted maybe exercised before various dates to February 2014.Options were issued to a selection of individualemployees, including directors, on a merit basis.These options are exercisable at least three years aftertheir grant and are subject to certain performanceconditions. For options expiring on February 7 2007,January 29 2009, February 11 2009, June 25 2009and January 5 2010 the performance test set by theremuneration committee requires the growth in thecompany’s earnings per share for the three consecutivefinancial years commencing from the year of grantto exceed the growth in the retail prices index by anaverage of 4% a year. For the options expiring onJune 25 2009 only, there is an additional performancecondition which requires that Internet Securities, Inc.must have achieved an operating profit for threeconsecutive months and a cumulative operating profitover a period of six months. For all other optionsexpiring after 2005, the performance test set bythe remuneration committee requires that the TotalShareholder Return (TSR) of the company exceeds thatof the average TSR for the FTSE 250 index for the sameperiod. The TSR test is carried out at the end of eachcalendar month starting 30 months after the optiongrant date. For the performance condition to besatisfied, the TSR of the company must exceed thatof the FTSE 250 in any four out of six consecutivemonths from that date.The fair value per option granted and the assumptionsused to calculate its value are set out in note 22.Internet Securities, Inc. option schemeG Mueller, NF Osborn and JC Botts are also participantsin the Internet Securities, Inc. option scheme.G Mueller’s options are exercisable at the rate of6.25% quarterly and are fully vested after four years.NF Osborn’s options are exercisable at the rate of 25%<strong>Annual</strong> <strong>Report</strong> and Financial Statements <strong>2006</strong> 27