Directors’ remuneration report

These tables form the part of the directors’ remuneration report which are audited (except for Tables 2 and 4 which do not require auditing).

Table 1

Directors’ emoluments (audited)

The emoluments of the directors of the Company for their services as directors of the Company and (where relevant) its subsidiaries, are set out below, rounded to the nearest thousand pounds:

	Fees £000	Basic salary £000	Benefits1 £000	Bonus2 £000	Total for the year ended 31.3.2009 £000	Total for the year ended 31.3.2008 £000
Executive Directors
John Cuthbert	–	295	8	52	355	403
Chris Green	–	225	9	39	273	317
Non-executive Directors
Sir Derek Wanless	158	–	–	–	158	150
Sir Patrick Brown3	47	–	–	–	47	45
Claude Lamoureux4	37	–	–	–	37	35
Martin Nègre5	42	–	–	–	42	40
Alex Scott-Barrett	37	–	–	–	37	35
Jenny Williams	37	–	–	–	37	35
Total remuneration	358	520	17	91	986	1,060

Notes:

1. The remuneration of each executive director includes non-cash benefits comprising the provision of car allowances and healthcare.
2. The annual bonus is payable in June 2009, for performance during the year ended 31 March 2009.
3. Includes additional fee paid as Chairman of Audit Committee.
4. Up until 15 February 2008, fee was payable to OTPP.
5. Includes additional fee paid as Chairman of Remuneration Committee.

Table 2

Summary of LTIP performance conditions (unaudited)

 

LTIP award made 9 December 2005
Maximum award	75% of salary permitted. Actual grants to executive directors related to shares worth 70% of salary.
Performance conditions	Comparison of TSR with two comparator groups over three years: 70% of award depends on the Company’s TSR performance against other listed water companies: AWG plc, Bristol Water Group plc, East Surrey Holdings plc, Kelda Group plc, Pennon Group plc, Severn Trent plc and United Utilities plc; and 30% of award depends on the Company’s TSR performance against the FTSE 250 Index, excluding investment trusts. East Surrey Holdings plc de-listed on 28 October 2005, Bristol Water Group plc de-listed on 18 May 2006, AWG plc de-listed on 21 December 2006 and Kelda Group de-listed on 12 February 2008. These companies have been left in the comparator group for the purpose of the awards and their performance was frozen on the date each company de-listed. This means that a constant TSR has been applied at each date after the de-listing.
Vesting schedules	30% vests at median performance and 100% if the Company tops the group. Between median and upper quartile, the vesting will be calculated on a straight line basis comparing the Company’s TSR to that of the median and upper quartile positions. Where the Company’s TSR performance is below the median, none of that element of the award will vest. 30% vests at median performance with straight line pro-rating of TSR performance against the members of the FTSE 250 Index, excluding investment trusts, to 100% for upper quartile performance. Where the Company’s TSR performance is below the median, none of that element of the award will vest.
LTIP award made 21 December 2006
Maximum award	75% of salary permitted. Actual grants to executive directors related to shares worth 70% of salary.
Performance conditions	50% of award depends on NWL’s return on capital employed relative to that of the other water and sewerage companies of England and Wales. 50% of award depends on the Company’s TSR performance against the FTSE 250 Index, excluding investment trusts.
Vesting schedules	30% vests at median performance. At upper quartile or above, all of that half of the award will vest. Between median and upper quartile, straight line pro-rating will apply. Where the return on capital employed performance is below the median, none of this element of the award will vest. 30% vests at median performance with straight line pro-rating of TSR performance against the members of the FTSE 250 Index, excluding investment trusts, to 100% for upper quartile performance. Where the Company’s TSR performance is below the median, none of this element of the award will vest.
LTIP award made 13 December 2007 and future awards
Maximum award	100% of salary permitted and actual grants to executive directors related to shares worth 100% of salary.
Performance conditions and vesting schedules	As per LTIP award made 21 December 2006.