GPG Report & Accounts 2003 - Guinness Peat Group plc

60 • GUINNESS PEAT GROUP PLC • ANNUAL REPORTCorporate Governance – continuedNotesi) Overseas directors’ emoluments, which are paid in local currency, have been translated at the relevant year-end exchange rate.ii) Share options are awarded to directors and senior staff in accordance with the terms of the Group’s share option schemes, the terms ofwhich have been approved by the relevant shareholders. The Company does not operate any other long term incentive schemes. It is feltthat the grant of options is more appropriate since this contains an element of reward for individual achievement together with anincentive allied to the Group’s longer term performance. The approach also aligns management’s interests with those of shareholders.Awards are made in most years in the context of the Group’s recent trading performance, the individual’s contribution to thatperformance and his expected performance and contribution in the future. In addition, awards are calculated having regard to theindividual’s existing holdings. Directors are not required to hold their shares for a further period following exercise of their options.iii) In addition to his salary, B A Nixon receives contributions to a Personal Pension arrangement of his choice assessed at 10% of his salary.The remaining executive directors are entitled to direct that a variable amount of their total salary, as determined by the RemunerationCommittee each year, be paid by way of contribution to any pension arrangement which they may establish for the purpose.iv) All pension contributions are in respect of defined contribution arrangements.v) “Benefits in kind” may include, inter alia, the provision of a fully expensed company car and private health insurance.vi) Directors are entitled to direct that a variable amount of their total salary, as determined by the Remuneration Committee each year, bepaid in a form other than cash.vii) T J N Beyer’s remuneration figure includes £45,000 by way of director’s fees and £25,000 from a joint venture undertaking. Mr Beyer is thejointly elected Chairman of the joint venture and his annual fees are borne by the joint venture (the Group’s share being 50%). This is adeparture from the Company’s usual policy on directors’ remuneration, which is to remit directors’ fees from such entities back to theCompany, because Mr Beyer is expected to act independently in this instance.viii) The table set out above, and these notes, comprise the auditable part of the directors’ remuneration report, being the disclosuresrequired by Part 3 of Schedule 7A to the Companies Act 1985.Directors’ Interests1 The interests of the directors who held office at the end of the year, and their connected persons (if any) in the shares,options, and listed securities of GPG and its subsidiaries as at 31 December 2003 and 2002, are set out below.i) Guinness Peat Group plcOrdinary 5p shares 31 December 31 December2003 2002Sir Ron Brierley 26,716,702 23,905,935T J N Beyer* 996,146 887,528A I Gibbs 466,421 359,341B A Nixon* 4,291,155 3,824,425Dr G H Weiss* 4,253,018 3,864,698G J Cureton 151,408 112,200Options under the Group’s share option schemes (audited figures)31 December 31 December Effective2003 2002 exercise priceNumber Number (pence per share) Exercise periodSir Ron BrierleyOrdinary 2,802,149 2,802,149 25.34 12.05.97 to 11.05.04Super 1,401,073 1,401,073 25.34 12.05.99 to 11.05.04Ordinary 278,370 278,370 32.78 08.05.99 to 07.05.06Super 278,370 278,370 32.78 08.05.01 to 07.05.06Ordinary 605,000 605,000 33.47 17.10.04 to 16.10.11T J N BeyerOrdinary* 140,103 140,103 25.34 12.05.97 to 11.05.04Super* 140,103 140,103 25.34 12.05.99 to 11.05.04Ordinary 187,064 187,064 32.78 08.05.99 to 07.05.06Super 278,370 278,370 32.78 08.05.01 to 07.05.06Ordinary 91,303 91,303 32.78 08.05.99 to 07.05.06Ordinary 184,044 184,044 41.30 01.09.00 to 31.08.07Super 366,025 366,025 33.13 02.09.04 to 01.09.09Ordinary 181,500 181,500 33.47 17.10.04 to 16.10.11