Directors’ remuneration report

Table 3

Directors’ interests in LTIP awards (audited)

As at 31 March 2009, the directors had the following conditional interests in the ordinary 10 pence shares of the Company, awarded in accordance with the terms of the LTIP:

	Award date	Awards held at the start of the year	Awarded during the year	Awards lapsed during the year	Awards vested during the year	Awards held as at 31.3.20091
John Cuthbert	9.12.20052	75,903	–	53,359	22,5443	–
	21.12.20064	66,721	–	–	–	66,721
	13.12.20075	79,230	–	–	–	79,230
	15.12.20086	–	103,100	–	–	103,100
Totals		221,854	103,100	53,359	22,544	249,051
Chris Green	9.12.20052	50,602	–	35,573	15,0293	–
	21.12.20064	49,423	–	–	–	49,423
	13.12.20075	61,620	–	–	–	61,620
	15.12.20086	–	78,650	–	–	78,650
Totals		161,645	78,650	35,573	15,029	189,693

Notes:

1. There have been no changes to any of the above interests in awards under the LTIP from the end of the year to 2 June 2009.
2. The market value of the shares on the date of the award was 252.00 pence per share. The three year performance period ran from 1 October 2005 to 30 September 2008.
3. Shares vested on 9 December 2008 and the closing price on that date was 245.75 pence per share.
4. The market value of the shares on the date of the award was 302.75 pence per share. The three year performance period runs from 1 October 2006 to 30 September 2009.
5. The market value of the shares on the date of the award was 334.00 pence per share. The three year performance period runs from 1 October 2007 to 30 September 2010.
6. The market value of the shares on the date of the award was 251.50 pence per share. The three year performance period runs from 1 October 2008 to 30 September 2011.
7. The cost of conditional awards is charged to the income statement over the three year performance period to which they relate after taking account of the probability of performance criteria being met. In the year, £0.5 million was charged to the income statement (2008: £0.5 million).
8. Details of the performance conditions are shown at Table 2.
9. The market price of the shares on 31 March 2009 was 218.25 pence per share. During the year, the highest market price was 352.31 pence per share and the lowest market price was 206.75 pence per share.
10. Aggregate gross gains made by directors on exercise of awards at date of vesting was £92,336 (2008: £277,516).

Table 4

Directors’ service contracts (unaudited)

Details of the contracts of the directors who served during the year are shown below:

	Initial appointment	Current contract start date	Unexpired term1	Notice period by either party	Current contract end date
Executive Directors2
John Cuthbert	23.5.2003	23.5.2003	Not fixed term	12 months	Normal retirement age (65)
Chris Green	23.5.2003	23.5.2003	Not fixed term	12 months	Normal retirement age (65)
Non-executive Directors3
Sir Derek Wanless	1.12.2003	1.12.2008	6 months	6 months	30.11.2009
Sir Patrick Brown	12.5.2003	12.5.2009	11 months	6 months	11.5.2010
Martin Nègre	12.5.2003	12.5.2009	11 months	6 months	11.5.2010
Alex Scott-Barrett	26.9.2006	26.9.2008	4 months	6 months	25.9.2009
Claude Lamoureux	1.12.2006	1.12.2008	6 months	6 months	30.11.2009
Jenny Williams	27.5.2004	27.5.2009	12 months	6 months	26.5.2010

Notes:

1. Calculated as at 2 June 2009 and rounded to nearest whole month.
2. The service contracts of the executive directors do not contain provisions relating to compensation for termination. In the event of termination by the Company, the Remuneration Committee would make recommendations to the Board on what payments, if any, should be made to the director, depending on the circumstances of the termination, taking into account the Combined Code which discourages payment for failure. The Company would also expect directors to seek to mitigate their loss.
3. Contracts do not provide for compensation for loss of office in excess of fees accrued.