Prod Roxboro R&A 2004 - Back - Dialight

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Directors’ remuneration report continuedDirectors’ remuneration and pension entitlementsThe auditors have audited the information contained in this section of the report.The remuneration, excluding pensions, of the directors is set out below:Basic Salary Taxable Total Totalsalary (1) Bonuses (2) supplement (3, 4) benefits Fees 2004 2003£’000 £’000 £’000 £’000 £’000 £’000 £’000Sir Alan Cockshaw – – – – 50 50 50H L Tee 295 148 – 30 – 473 303A J Vaisey 220 110 43 1 – 374 288J Hewitt – – – – 20 20 20R Jeens – – – – 20 20 20W Whiteley – – – – 20 20 20P A M Curry – – – – – – 7515 258 43 31 110 957 708(1) The basic salary for Mr Tee includes a supplement of £60,000 per annum which is non-pensionable.(2) The executive directors were awarded bonuses equivalent to 50% of basic salary during 2004 under the performance related scheme described above.(3) Mr Vaisey has chosen the cash alternative to a company car and has received an additional payment of £14,000 classified as salary supplement.(4) Mr Vaisey received an additional payment amounting to £28,600 classified as a salary supplement, to compensate for the expected tax liability which arisesin respect of the Company’s contribution to the unapproved pension scheme.Fees for the provision of J Hewitt’s and W Whiteley’s services are payable to Electrocomponents PLC and Rotork PLC respectivelyThe non-executive directors receive a set fee for their services, which can be enhanced for taking on or providing additional responsibilities or services.No additional payments were made during the year.Pension benefits earned by directors (defined benefit schemes)Mr Tee is a contributory member of The Roxboro UK Executive Pension Fund. This fund is a defined benefit scheme and is approved by the Inland Revenue.The pension entitlements of Mr Tee are as follows:Increase in Increase Transfer Transfer Transfer Increaseaccrued in accrued value of value of value of in transferAccrued benefits benefits (A) less accrued accrued value lessbenefit at excluding including directors’ benefits at benefits at directors’31/12/04 inflation (A) inflation contributions 31/12/03 31/12/04 contributions£’000 £’000 £’000 £’000 £’000 £’000 £’000Mr H L Tee 136 4 8 53 1,962 2,281 305The accrued pension benefit shown is the amount that would be paid each year to the director in the form of a pension if he retired at the end of the year.This pension is calculated based on the total period of service with the Company, both before and after becoming a director. The transfer value has beencalculated on the basis of actuarial advice in accordance with Actuarial Guidance Note GN11.Pension contributions paid on behalf of directors (money purchase schemes)Contributions£’000Mr A J Vaisey 88(2003: £84,000 (see note 1))Notes1. The contributions shown above of £88,000 in 2004 and £84,000 in 2003 are the total amounts paid by the Company in equal amounts to The RoxboroGroup UK Pension Scheme and to an unapproved pension scheme.As part of the pension arrangements, the directors are entitled to life assurance cover equal to four times basic salary.Directors’ beneficial interestsDirectors’ beneficial interests in the shares in the Company are set out below:B sharesOrdinary At Ordinaryshares 31 December sharesAt 2004 and At31 December 31 December 31 December2004 2003 2003Sir Alan Cockshaw 15,873 – 15,873H L Tee 1,370,857 2,590,922 1,370,857A J Vaisey 43,702 – 43,702J Hewitt 4,232 – 4,232R Jeens 10,000 – 10,000W Whiteley – – –There has been no change in directors’ holdings since 31 December 2004.None of the directors had or has an interest in any material contract relating to the business of the Company or any of its subsidiary undertakings.
Directors’ share optionsThe auditors have audited the information contained in this section of the report.Share options granted to directors are as follows:ExerciseDate Options priceNo 3 Executive Share Option Scheme granted granted per shareH L Tee 21 September 1999 80,000 246.5p14 March 2000 84,970 250.5p14 September 2001 125,000 194.0pA J Vaisey 21 September 1999 60,000 246.5p14 March 2000 71,202 250.5p14 September 2001 100,000 194.0pThere has been no change to the share options during the year.The options are exercisable after the third anniversary and before the tenth anniversary of the year of the grant.The performance criteria under the No.3 Executive Share Option Scheme have been achieved and the executive directors have the right to exercise the optionsgranted to them under this scheme.Share priceThe share price range for the ordinary shares during the period was a lowest market mid-point of 236.5p per share and highest market mid-point price of382p per share. On 31 December 2004 the market mid point price was 361.5p per share.Service contractsThe service contract of H L Tee dated 11 October 1993 was amended in January 2004 and now includes an ongoing notice period for termination of12 months to be given by either the Company or H L Tee.The service contract with A J Vaisey, dated 20 December 2003 includes an ongoing terminable period of 12 months if given by the Company and six monthsif given by A J Vaisey. In a letter dated 22 May 2004 Mr Vaisey agreed to extend the notice period he is required to give the Company to 12 months shouldhe give notice on or before 30 September 2005.There are no predetermined provisions for compensation on termination within the executive directors service contracts which exceed 12 months’ emolumentsfor Mr Tee and Mr Vaisey.Remuneration policy for non-executive directorsFees for the non-executive directors are determined by the Board as a whole. The non-executive directors do not take part in these discussions. Fees are paidon a per annum basis and are not varied for the number of days worked. The non-executive directors do not participate in the Company’s Bonus Schemes orShare Schemes, and they are not eligible for Pension Scheme membership.Non-executive directors’ letters of appointmentThe agreement with non-executive directors is that they have an initial term of three years. This may be extended by a further three year period bymutual consent of the director and the Board and thereafter for one-year periods upon agreement between the Company and the non-executive director.All agreements with the non-executive directors include notice periods of three months.The Articles of Association of the Company require that the non-executive directors stand for reappointment at the first Annual General Meetingfollowing appointment they are subject to triennial reappointment by shareholders and are required to retire at each Annual General Meeting followingtheir 70th birthday but are eligible for reappointment at that Annual General Meeting.Performance reviewThe following graphs show the five year total shareholder return performance of the Company, compared with the total shareholder return over the sameperiod for the FTSE Small Cap Index and the FTSE Electronics Index. These were selected as they were considered to be a broad representation of Roxboro’speer group in terms of its size and industry sector.Total shareholder return indices 2000-2004180 Roxboro GroupFTSE Small Cap1601401201008060Roxboro TSR v FTSE Electronic and Electrical Equipment TSR180Roxboro Group160FTSE Electronics14012010080604020402000 2001 2002 2003 200402000 2001 2002 2003 2004
Page 4 and 5: Chairman’s statementWe are please
Page 6: Chief Executive’s review continue
Page 11: Chief Executive’s review continue
Page 14 and 15: Finance Director’s reviewSummary
Page 17 and 18: AdvisersAdvisersFinancial advisersC
Page 19 and 20: The directors are of the opinion th
Page 21: Directors’ remuneration reportRem
Page 25 and 26: Audit committeeThe audit committee,
Page 27 and 28: Directors’ responsibilities for t
Page 29 and 30: Balance sheetsGroup Group Company C
Page 31 and 32: Notes to the accounts1. Accounting
Page 33 and 34: 2. Segmental information continued2
Page 35 and 36: 4. Staff costs2004 2003£’000 £
Page 37 and 38: 9. Profit attributable to members o
Page 39 and 40: 15. CreditorsGroupCompany2004 2003
Page 41 and 42: 19. Obligations under leases contin
Page 43 and 44: 21. Called up share capital2004 200
Page 45 and 46: 25. PensionsUK Defined Benefit Pens
Page 47 and 48: 25. Pensions continuedOn full compl
Page 49 and 50: Five year summary2004 2003 2002 200

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