Reuters Group PLC Annual Report and Form 20 ... - Thomson Reuters

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20 Reuters Group PLC Annual Report and Form 20-F 2002Remuneration reportcontinuedDirectors’ share optionsNumber atNumber Number Number 31 DecemberExercise Number at granted (exercised) (lapsed) 2002 (orprice 1 January during during during earlier date Earliest ExpiryPlan Date of grant pence 2002 period period period of retirement) exercise date dateSir Christopher Hogg SAYE 1 Apr 1997 501 2,065 – – (2,065) – 15 Apr 2002 15 Oct 200211 Mar 1999 667 1,012 – – – 1,012 1 May 2004 1 Nov 2004Total 3,077 – – (2,065) 1,012Tom Glocer DSOP 25 June 2001 862 565,113 – – – 565,113 25 June 2004 25 June 201120 Feb 2002 528 – 461,295 – – 461,295 20 Feb 2005 20 Feb 20122 Aug 2002 266 – 915,654 – – 915,654 2 Aug 2005 2 Aug 2012ESO 9 Feb 1994 1&2 US$7.28 13,716 – – – 13,716 9 Feb 1997 9 Feb 2004SAYE 11 Mar 1999 1&2 US$13.68 1,512 – – – 1,512 1 May 2004 1 Nov 200411 Apr 2002 448 – 2,216 – – 2,216 1 June 2007 1 Dec 2007Plan 2000 24 Sep 1998 2 550 2,000 – – – 2,000 24 Sep 2001 24 Sep 2005Total 582,341 1,379,165 – – 1,961,506Philip Green DSOP 25 June 2001 862 177,494 – – – 177,494 25 June 2004 25 June 201120 Feb 2002 528 – 144,886 – – 144,886 20 Feb 2005 20 Feb 20122 Aug 2002 266 – 287,593 – – 287,593 2 Aug 2005 2 Aug 2012SAYE 12 Apr 2001 832 1,216 – – (1,216) – 1 June 2006 1 Dec 200611 Apr 2002 448 – 1,272 – – 1,272 1 June 2005 1 Dec 2005Total 178,710 433,751 – (1,216) 611,245David Grigson DSOP 25 June 2001 862 92,807 – – – 92,807 25 June 2004 25 June 201120 Feb 2002 528 – 75,757 – – 75,757 20 Feb 2005 20 Feb 20122 Aug 2002 266 – 150,375 – – 150,375 2 Aug 2005 2 Aug 2012SAYE 12 Apr 2001 832 698 – – – 698 1 June 2004 1 Dec 200411 Apr 2002 448 – 2,216 – – 2,216 1 June 2007 1 Dec 2007Total 93,505 228,348 – – 321,853Geoffrey Weetman 3 DSOP 27 Dec 2000 2 1139 6,913 – – – 6,913 27 Dec 2001 31 Jul 200325 June 2001 2 862 71,570 – – – 71,570 1 Aug 2002 31 Jul 200320 Feb 2002 528 – 71,022 – – 71,022 1 Aug 2002 31 Jul 2003SAYE 30 Sep 1996 2 601 1,721 – – (1,721) – 15 Oct 2001 15 Apr 20021 Apr 1997 2 501 1,377 – – – 1,377 15 Apr 2002 15 Oct 200211 Apr 2002 448 – 1,272 – – 1,272 1 Aug 2002 31 Jan 2003Plan 2000 24 Sep 1998 2 550 2,000 – – – 2,000 24 Sep 2001 31 Jan 2003Total 83,581 72,294 – (1,721) 154,154Other senior SAYE 1 Apr 1997 501 5,507 – – (5,507) – 15 Apr 2002 15 Oct 2002executives as 11 Mar 1999 667 1,012 – – – 1,012 1 May 2004 1 Nov 2004a group 10 Mar 2000 992 1,170 – – (585) 585 15 Apr 2003 15 Oct 2003(8 persons) 12 Apr 2001 832 930 – – (465) 465 1 June 2004 1 Dec 2004(2001: 11 Apr 2002 448 – 4,760 – – 4,760 1 June 2005 1 Dec 200516 persons) DSOP 27 Dec 2000 1139 39,965 – – – 39,965 27 Dec 2001 27 Dec 200725 June 2001 862 148,980 – – – 148,980 25 June 2002 25 June 201120 Feb 2002 528 – 204,667 – – 204,667 20 Feb 2003 20 Feb 20122 Aug 2002 266 – 1,136,559 – – 1,136,559 2 Aug 2003 2 Aug 2012Plan 2000 24 Sep 1998 550 16,000 – – – 16,000 24 Sep 2001 24 Sep 2005Total 213,564 1,345,986 – (6,557) 1,552,993Notes:1. The options indicated are over ADSs and, for the purposes of this disclosure, have been converted into the equivalent number of ordinary shares and an equivalentoption price.2. The indicated awards were made prior to the appointment of the relevant individual as a director of the company.3. The DSOP option granted to Geoffrey Weetman on 27 December 2000, before he became a director, has no performance condition. On his retirement on 31 July 2002and in accordance with their terms, all unvested DSOP options vested in full and became exercisable within 12 months. The early exercise provisions under the SAYEPlan and Plan 2000 rules were also triggered, requiring any exercise to take place within six months of his date of retirement.4. Options granted under the SAYE Plan, Plan 2000 and the ESO have no performance conditions. Save as disclosed in note 3 above, exercise of each DSOP award isconditional on the performance criteria described on page 14 and no performance conditions were varied during 2002.5. At 31 December 2002 the market price of Reuters shares was 178 pence per share and US$17.20 per ADS. The highest prices during the year were 747 pence pershare and US$64.36 per ADS and the lowest were 161 pence per share and US$15.12 per ADS.6. There were no gains on the exercise of share options in 2002 (2001: nil).
Reuters Group PLC Annual Report and Form 20-F 2002 217. Directors’ interests in ordinary sharesThe total interests of the current directors and other senior executives in the issued share capital of the company and in shares underlyingoptions and incentive plans are shown below as at 24 February 2003. No director or senior manager is beneficially interested in 1% or more ofthe company’s issued share capital. Interests in ordinary shares (excluding options and interests in long-term incentive plans disclosed above) heldat 1 January 2002 and 31 December 2002 are also shown for directors in office at 31 December 2002. Directors were the beneficial owners ofall shares listed save for 814 shares held by a family member of Sir Christopher Hogg and for 11,466 shares held by a trust of which Tom Gloceris a beneficiary.Interests at Interests at1 January 31 DecemberInterests at 24 February 20032002 2002 Long-termshares shares Shares Options incentivesDirectors:Sir Christopher Hogg 33,321 53,321 63,321 1,012 –Tom Glocer 11,576 24,576 24,576 3,269,020 2,361,671Philip Green 2,000 17,000 76,839 836,245 373,157David Grigson 2,280 10,045 10,045 521,853 306,078Devin Wenig n/a n/a 78,354 444,569 263,212Sir John Craven 6,846 6,846 6,846 – –Niall FitzGerald n/a n/a 12,500 – –Ed Kozel 0 120,000 120,000 – –Roberto Mendoza 8,000 28,000 53,000 – –Dick Olver 3,000 10,000 10,000 – –Charles Sinclair 14,062 32,100 32,100 – –Ian Strachan 1,500 1,500 1,500 – –Other senior executives as a group (7 persons) n/a n/a 317,386 2,033,424 1,433,135As at the date of this report Tom Glocer, David Grigson, Ed Kozel and Devin Wenig each held 1,000 shares in Instinet and Ian Strachan held7,785 shares. The other senior executives as a group held interests in 3,000 shares of Instinet.None of the directors has notified the company of an interest in any other shares, or other transactions or arrangements which require disclosure.There have been no movements in the interests of the directors in the share capital of the company or its subsidiaries since 31 December 2002save as otherwise disclosed in this report.8. Remuneration and pension arrangements for past directorsMark Wood served as a director of the company between September 1990 and December 1996. He left Reuters employment on 31 August 2002and received early retirement benefits in accordance with the rules of the Reuters Supplementary Pension Scheme. However, as part of histermination terms, he waived a severance payment of £1.067 million in exchange for an additional annual pension of £59,000. He also receivedan ex-gratia gift of his company car valued at £22,000.André Villeneuve served as a director between June 1989 and February 2000. When he transferred employment to Instinet in the US, he was givenguarantees concerning the benefits that he would receive from the Reuters UK pension arrangements in the event of subsequent retirement.He left Reuters Group employment on 31 December 2002 and his early retirement pension was increased by £29,000 per annum. The companyhas made a special contribution of £465,000 to the UK pension plans in respect of this pension.The severance agreement between Instinet and André Villeneuve also provides for him to continue to receive his base salary of US$600,000(£402,685) per annum from 1 January 2003 until 30 November 2004. He also received, in February 2003, a payment of US$861,120 (£577,933) inlieu of bonus entitlements for that same period and an annual bonus of US$396,000 (£265,772) in respect of the year ended 31 December 2002.9. Subsidiary company share plansA number of subsidiaries operate share plans over new or existing shares for their directors and employees. Of these, only the stock option plansoperated by Instinet are significant.The Instinet stock option plan permits the grant of options up to a maximum of 14% of the common stock outstanding immediately after Instinet’sinitial public offering (IPO) in May 2001. Options may be granted to directors and employees of Instinet at an exercise price of not less than fairmarket value at the date of grant. Options normally vest in instalments over a four-year period and may not exceed a term of 10 years. Approximately1,300 employees and directors of Instinet participate in the plan. At 31 December 2002, options were outstanding over almost 24 million Instinetshares, equivalent to 9.8% of Instinet’s common stock immediately after the IPO. These options have exercise prices ranging from US$3.29 toUS$18.70 per share with a term of seven years.As a result of the acquisition of Island by Instinet in 2002, a further 1.13 million shares under option were outstanding under the Island stockoption plan as at 31 December 2002. Exercise prices range from US$0.91 to US$9.23 and these options are exercisable for 10 years from grant.On behalf of the BoardSir Christopher HoggChairman24 February 2003
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