Annual Report & Accounts 2006 - Euromoney Institutional Investor ...

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DIRECTORS’REMUNERATION REPORT continuedRemuneration structure continuedafter one year and at a rate of 6.25% quarterlythereafter until fully vested after four years. The priceis based on the fair market value of the subsidiary anddetermined by the board. There are no performanceconditions attached to these options.Details of directors’ share options can be found onpages 33 to 34.Put optionsG Mueller has a put option whereby he is able to sellhis 5% holding of shares in Internet Securities, Inc. (ISI),a subsidiary of the group, to Euromoney InstitutionalInvestor PLC at a price per share based on a multiple ofISI’s profit per share up to a ceiling. G Mueller retainsthe rights granted under this put option should hisemployment contract terminate. In addition G Muellerhas an IPO registration right over ISI that he mayexercise every six months subject to the agreementof the other shareholders. If an agreement cannotbe reached the company has the right to purchasehis shares at a formula derived price.Non-executive directorsThe remuneration of the non-executive directors isdetermined by the chairman and executive board withthe aid of external professional advice if necessary.Non-executive directors receive a fee and arere-imbursed expenses incurred in attending meetings.They do not receive any performance related bonuses,pension provisions, share options or other formsof benefits apart from Sir Patrick Sergeant, whoreceives an expense allowance, and JC Bottswho is a participant in the Internet Securities,Inc. option scheme.Total shareholder return (TSR)Shown below is the group’s TSR for the five years toSeptember 30 2006 compared to the TSR achieved bythe FTSE 250 index over the same period. This indexhas been presented as it comprises the comparatorgroup for the performance conditions attached tothe share option scheme referred to above. The TSRcalculations assume the re-investment of dividends.350Euromoney Institutional Investor PLCTotal Shareholder Return300Total Shareholder Return %250200150100EM PLCFTSE 25050030-Sept-0630-Jun-0631-Mar-0630-Dec-0530-Sep-0531-May-0528-Feb-0530-Nov-0430-Sep-0430-Jun-0431-Mar-0431-Dec-0330-Sep-0330-Jun-0331-Mar-0331-Dec-0230-Sep-0230-Jun-0231-Mar-0231-Dec-0130-Sep-01Period28 Euromoney Institutional Investor PLC
Service contractsThe group’s policy is normally to employ executive directors on twelve month rolling service contracts. Theremuneration committee seeks to minimise termination payments and believes these should be restricted to thevalue of remuneration for the notice period. With the exception of Sir Patrick Sergeant, none of the non-executivedirectors has a service contract. All executive service contracts are reviewed from time to time and updated wherenecessary. A service contract terminates automatically on the director reaching his/her respective retirement age.Date of Notice Retire- Benefits accruing ifExecutive service period ment Benefits accruing contract terminated duedirectors contract (months) age if contract terminated* to incapacity/death ** NotePM Fallon Jun 2 12 63 12 months’ salary, profit 9 months’ salary, profit share, (1),1986 share, pension and car pension and car allowance. (3)allowance.PR Ensor Jan 13 12 62 12 months’ salary, profit 6 months’ salary, profit share, (3)1993 share, pension and car pension and car allowance.allowance.NF Osborn Jan 4 12 60 12 months’ salary, pension 1 month’s salary, pension (2),1991 and a pro-rated profit share and a pro-rated profit (3)up to the date notice of shareup to the date oftermination is given.termination.DC Cohen Nov 2 12 60 12 months’ salary, pension, 1 month’s salary, pension, car (3)1992 car allowance and a pro-rated allowance and a pro-ratedprofit share up to the date profit share up to the date ofnotice of termination is given. termination.CR Brown Dec 31 12 60 12 months’ salary, pension 1 month’s salary, pension and (3)1991 and a pro-rated profit share a pro-rated profit share up toup to the date notice of the date of termination.termination is given.E Bounous Aug 26 12 60 12 months’ salary, pension 6 months’ salary and (3),†(resigned 1997 and a pro-rated profit share pension and profit shareApril 13 up to the date notice of if already paid.2006) termination is given.CR Jones Aug 27 12 60 12 months’ salary, pension 6 months’ salary, pension and (3)1997 and a pro-rated profit share a pro-rated profit share upup to the date notice of to the date of termination.termination is given.RT Lamont Jan 6 6 60 9 months’ salary, pension and 3 months’ salary, pension (3),2000 a pro-rated profit share up to and profit share if already (4)the date notice of termination paid.is given.SM Brady Feb 17 12 60 12 months’ salary, pension 6 months’ salary, pension and (3)2000 and a pro-rated profit share pro-rated profit share up to theup to the date notice of date of termination.termination is given.D Alfano Jan 10 6 60 6 months’ salary, pension The contract is terminated (3)2001 and a pro-rated profit share immediately. The director isup to the date notice of entitled to her salary, pensiontermination is given.and profit share earned up tothe date of termination.Annual Report and Financial Statements 2006 29
Page 1 and 2: Annual Report & Accounts 2006 Eurom
Page 3 and 4: 20ACTIVITIESFinancial PublishingFin
Page 5 and 6: share were 28.6p, against 26.3p in
Page 7 and 8: The acquisition was funded from the
Page 9 and 10: 3.2 Key performance indicatorsWe im
Page 11 and 12: 3.4.3 HeadcountThe number of people
Page 13 and 14: improvements in marketing have been
Page 15 and 16: To mitigate this risk we have detai
Page 17 and 18: Approximately 60% of the group’s
Page 19 and 20: egular meetings between management
Page 21 and 22: Non-executive directors†‡ The V
Page 23 and 24: Non-executive directorsThe non-exec
Page 25 and 26: complies with all relevant environm
Page 27 and 28: DIRECTORS’REMUNERATION REPORTIntr
Page 29: Remuneration structure continuedSAY
Page 33 and 34: Information subject to auditDirecto
Page 35 and 36: Directors’ share optionsThe direc
Page 37 and 38: Capital Appreciation Plan (CAP) opt
Page 39 and 40: Directors’ interests in Daily Mai
Page 41 and 42: Basis of audit opinionWe conducted
Page 43 and 44: GROUPAs at September 30 2006BALANCE
Page 45 and 46: NOTETO THE GROUP CASH FLOW STATEMEN
Page 47 and 48: NOTES TO THE ACCOUNTS1 Accounting p
Page 49 and 50: 1 Accounting policies continuedDivi
Page 51 and 52: 2 Key judgmental areas adopted in p
Page 53 and 54: 3 Segmental analysis continuedUnite
Page 55 and 56: 4 Operating profitTotalTotal2006 20
Page 57 and 58: 6 Staff costs continued(iii) Staff
Page 59 and 60: 8 Tax on profit on ordinary activit
Page 61 and 62: 11 Goodwill and other intangiblesCo
Page 63 and 64: 13 InvestmentsInvestments Investmen
Page 65 and 66: 14 Acquisitions and DisposalsAcquis
Page 67 and 68: 17 Financial instrumentsDetails of
Page 69 and 70: 19 Provisions Group shareOnerousof
Page 71 and 72: 22 Share-based payments continuedSh
Page 73 and 74: 25 CommitmentsAt September 30 2006
Page 75 and 76: 29 First time adoption of Internati
Page 81 and 82:
29 First time adoption of Internati
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COMPANYAs at September 30 2006BALAN
Page 85 and 86:
1 Accounting policies continuedFina
Page 87 and 88:
6 Intangible fixed assetsCostGoodwi
Page 89 and 90:
12 Liability for share based paymen
Page 91 and 92:
INTERNETSITESEuromoney Institutiona
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