Directors’ Remuneration
Information contained in sections and figures markedß have been audited.
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The Remuneration Committee understands that the Group’s UK shareholders would like all aspects of the executive directors’ remuneration packages to be wholly compliant with what is considered to be best practice in UK companies. However, the Remuneration Committee also recognises that the Company must remain adequately competitive in the US where more than 70% of sales and profits are derived and where failure to do so would lead to the loss of some of the Group’s most valuable US and Group executives, and inevitably damage the long term interests of the business and its shareholders. The Group, therefore, faces some unusual remuneration challenges in trying to meet the expectations of UK shareholders and still remain reasonably competitive in the US and the Remuneration Committee endeavours to find the appropriate balance between those differing factors.
Directors’ emolumentsß
(1) Benefits incorporate all benefits, other than pension benefits, arising from employment by the Group, which in the main relate to the provision of a company car and private health insurance and in the case of Mr. Burman also includes spousal travel and life assurance.
(2) Sir Malcolm Williamson was appointed Chairman in June of fiscal year 2006/07.
(3) James McAdam retired as a director on 9 June 2006. Prior to his retirement, his basic salary was £350,000 per annum. On his retirement from the Company, Mr. McAdam remains a member of the Signet Health Care Scheme but he fully reimburses the Company for the premium paid on his behalf.
(4) Sir Malcolm Williamson, Messrs. Anderson, Boyd, Land, McAdam, Walker, Walls and Ms. Knox had their emoluments specified and paid in pounds sterling and an average exchange rate of US$2.00 was used (2006/07:US$1.88).
(5) From Ms. Knox’s appointment on 9 January 2008.
The figures above represent emoluments earned as directors during the relevant financial year. Such emoluments are paid in the same financial year with the exception of bonus payments, which are paid in the year following that in which they are earned.
(a) Salary and benefits
The Group Chief Executive, the highest paid director, and the Chief Executive of the US division are US citizens residing in the US. Their remuneration packages are based on the execution of the Group’s remuneration principles in the context of the US market and are set and paid in US dollars. Similarly the remuneration packages of the Group Finance Director and the Chief Executive of the UK division are based on the execution of the Group’s remuneration principles in the context of the UK market and are set and paid in pounds sterling as they reside in the UK.
Details of the salaries received by executive directors are shown above.
The Remuneration Committee normally reviews the salary and benefits of executive directors annually. Although the Remuneration Committee’s normal review of percentile positioning would have resulted in much larger salary increases for all of the executive directors, the Remuneration Committee has agreed to their request that their base salary increases be capped this year. This reflects the difficult economic and trading conditions in both the US and UK, and the resulting management decision to impose a salary cap on the organisation in order to better control costs. The Remuneration Committee respects this decision. However, as a result, the percentile positioning of all the executive directors will inevitably decline. This is of concern as the Group continued to achieve a superior operating performance for the jewellery sector. The Remuneration Committee will attempt to re-establish the appropriate percentile positioning for the executive directors as economic and trading conditions permit.
Following the 2008 annual reviews the Remuneration Committee increased the base salaries of the executive directors as follows: the Group Chief Executive from $1,575,000 to $1,622,250, the Group Finance Director from £425,000 to £437,750, the Chief Executive of the UK division from £330,000 to £349,800, the Chief Executive of the US division from $800,000 to $822,000. The Chairman of the Board receives a fee of £215,000 per annum which was increased from £200,000 upon the anniversary of his appointment as Chairman, in June 2007.
(b) Annual bonus plan
(i) Bonus plan 2007/08
As a result of the decline in Group pre-tax profit in 2007/08 no annual bonus was paid to the Group Chief Executive (target is 100% and potential maximum is capped at 200% of base salary) or to the Group Finance Director (target is 50% and potential maximum is capped at 100% of base salary).
As a result of the decline in divisional operating profit in 2007/08 no annual bonus was earned by the Chief Executive of the UK division (target is 50% and potential maximum is capped at 100% of base salary) or by the Chief Executive of the US division (target is 60% and potential maximum is capped at 120% of base salary).
(ii) Bonus plan 2008/09
Annual bonus payment criteria for 2008/09 are based predominantly upon profit measures. However the Remuneration Committee believes it appropriate to also consider a broader approach linking bonus to measureable and quantifiable corporate goals of the executive directors using measures that are specific to their individual roles within the corporate strategy. After careful analysis to ensure that the measures are linked to the objectives of the individual directors, the executive directors have each been given specific goals upon which 25% of the total bonus capacity may be earned. These specific goals, which have been agreed for the Group Chief Executive, Group Finance Director and the Chief Executives of the UK and US divisions, include such quantifiable objectives as store openings and staff training. Other goals include the continuation as an industry leader in social environmental & ethical matters in areas concerning conflict diamonds and dirty gold. Succession planning is also included as one of the objectives of the Group Chief Executive.
The financial performance measure for the annual bonus plan for 2008/09 upon which 75% of the total annual bonus capacity may be earned will be based as in previous years on growth in profits. The specific targets for the US and UK divisions will be based upon 2007/08 divisional operating profit plus inflation, at which point 0% of maximum bonus is earned and then on a straight line basis up to 2007/08 divisional profit plus 12%, at which point 75% of maximum bonus is earned.
The bonuses for the Group will be calculated using the same formula as above but based on pre-tax profit. Pre-tax profit is calculated on a constant exchange rate basis and is earned on a straight line basis between pre-tax profit plus inflation, at which point 0% of maximum bonus is earned and pre-tax profit plus 12%, at which point 75% of maximum bonus is earned.
(c) Share option and long term incentive plans
Share option and long term incentive plan grants to directors are set out here and here. Click here for the factors influencing the choice of performance criteria and for the basis of measurement.
(i) Executive share option plans
Shareholders gave approval in 2003 to the Signet Group plc International Share Option Plan 2003, the Signet Group plc UK Inland Revenue Approved Share Option Plan 2003 and the Signet Group plc US Share Option Plan 2003 (the “2003 Plans”) which replaced the Signet Group plc 1993 Executive Share Option Scheme (the “1993 Scheme”) under which no further options may be granted (all together the “Executive Share Option Plans”).
Options granted under the Executive Share Option Plans that have passed the necessary performance conditions are normally only exercisable between three and ten years from the date of grant, after which the options lapse.
The conditions as they apply are set out below:
UK executive directors
For UK executive directors the personal performance of participants will be assessed on each occasion that share option grants take place and will be reflected in the level of the individual awards. In addition, grants awarded to executive directors are subject to exercise conditions as follows:
| Level of grant | Required annual rate of compound growth in earnings per share(1) above inflation(2) |
|---|---|
| Up to 200% of base salary | +3% |
| 201% to 400% of base salary | +4% |
(1) Normalised earnings per share as defined by the Institute of Investment Management and Research.
(2) Defined as the UK Retail Prices Index.
US executive directors
For US executive directors there is a pre-grant test based on both personal and corporate performance as described below. In addition grants awarded are subject to a post-grant exercise condition requiring that the annual compound growth in earnings per share be more than 3% above inflation.
UK and US executive directors
For grants made to both UK and US executives performance will be measured initially over three years from the start of the financial year in which the award is made. For grants awarded up until 2005/06, performance may be retested in accordance with the retest provisions. For grants beginning with those awarded in 2006/07 all retesting in the measurement of performance target achievement has been eliminated.
All grants awarded below the main board from 2007/08 and beyond are not subject to performance based conditions for vesting.
Grants to executive directors
Awards are based on principles (iv), (v) and (vi) (set out here), a comparative remuneration survey and a review of the performance of both the Group and the executive directors over the prior three years.
Before any share option grant is made to the US executive directors, the Remuneration Committee has to satisfy itself that the demanding pre-grant conditions have been achieved. This requires affirmation: (i) that the Group’s business performance has been superior to that of its industry sector; and (ii) that the US executive directors’ personal performances continue to be of the highest standard.
On the basis of continuing outperformance and acknowledged management achievements, the Remuneration Committee concluded that the Group Chief Executive and Group Finance Director continued to merit total remuneration towards the upper end of the range determined by the remuneration principles. Based on relevant surveys conducted, in both the US and the UK, this included a share option grant equivalent to four times base salary for the Group Chief Executive and a grant of options amounting to 120% of base salary for the Group Finance Director. Similarly, on the basis of survey data and performance the Chief Executives of the UK and the US divisions were awarded grants of options amounting to 80% and 160% of base salary respectively.
Scheme amendments to executive share option plans
Certain provisions of the Executive Share Option Plans may be amended by the Board, although a number of basic provisions (and in particular most of the limitations on individual participation, the number of shares and the percentage of share capital that can be issued thereunder) cannot be altered to the advantage of the participants except with the approval of shareholders or in accordance with the adjustment provisions in the share option plans. In 2007 the Remuneration Committee approved an amendment to the Executive Share Option Plans to ensure compliance with Section 409A of the United States Internal Revenue Code of 1986, as amended, where appropriate.
As the pre-determined performance conditions relating to the options over shares that were granted in fiscal 2005/06 were not met none of the options vested in 2007/08. However they are subject to retest in 2008/09 and 2009/10. The retesting provisions were removed from all option grants with effect from those granted in fiscal 2006/07.
(ii) All-employee share plans
In 1998 the Group introduced an Inland Revenue approved savings related share option scheme for UK employees (the “Sharesave Scheme”), a US Section 423 Plan (the “Employee Stock Savings Plan”) and a savings related share option scheme for employees in the Republic of Ireland (the “Irish Sharesave Scheme”). These schemes give those employees with qualifying service the opportunity to participate in the equity of the Company, with the aim of aligning the interests of employees with those of shareholders. Shareholder approval will be sought to extend for an additional period of ten years the all employee share plans at the annual general meeting to be held in June 2008 as the existing plans would otherwise expire this year.
The options granted under the Sharesave Scheme and the Irish Sharesave Scheme are normally exercisable between 36 and 42 months from the date of the relevant savings contract. Options are granted under these schemes at a price approximately 20% below the middle market price of the shares on the London Stock Exchange on the dealing day prior to the date that employees are invited to participate in them.
The options granted under the Employee Stock Savings Plan are normally exercisable between 24 and 27 months from the date of grant. The options under this plan are granted at a price approximately 15% below the middle market price of the shares on the London Stock Exchange on the date of grant. The period of exercise and the discount allowed vary from the UK due to different legal regulations in the US.
(iii) Long term incentive plan
Shareholders gave approval, in 2005, to the Signet Group plc 2005 Long Term Incentive Plan (“LTIP”) which was a replacement for the Signet group plc 2000 Long Term Incentive Plan, that expired in 2005 (together the "LTIPS").
The LTIP provides for the Remuneration Committee to make long term incentive awards subject to performance targets. To the extent the performance targets are satisfied the participant will receive a combination of the grant of an option over shares in the Company and cash. The share options will normally be exercisable within ten years of the original award date.
In a similar way to the setting of performance targets for the annual bonus, and for the reasons already explained, the conditions have to be motivational, achievable and challenging in the context of the market conditions and therefore the targets for 2008/09 have been adjusted.
The performance conditions, which will be set by the Remuneration Committee at the beginning of each three-year performance period are based on:
- the compound annual growth in profit before tax of the Group or in operating profit of the relevant division as appropriate, above, a threshold inflation level; and
- ROCE of the Group or relevant division as appropriate.
The LTIP does not allow retesting of the performance targets and allows only a pro-rated release of an award, where a participant leaves early for good reasons or there is a change of control. The performance targets must in any event be satisfied before any release is made in all cases.
In each case performance is measured over a fixed period of three successive financial years starting with the one in which the award is made. Nothing is payable under the award unless both minimum performance conditions are achieved. If the performance conditions are achieved the award will vest and its value will depend on the extent to which the minimum performance conditions are exceeded:
- if Profit Growth exceeds the minimum threshold inflation level, the amount of the award will be calculated on a straight line basis from that level up to a specified inflection point, which for 2008/09 is 8%, at which point 37.5% of the award will vest, and then at an accelerated rate on a straight line basis up to the maximum level of award at 12%. This maximum is equal to a specified percentage of base salary at the time at which the award vests.
- if the minimum threshold inflation level of Profit Growth is achieved but the maximum award has not been earned, then the award may be increased on the basis of the ROCE performance. In no event, however, can any such increase result in the applicable maximum award amount stated in the preceding paragraph being exceeded.
The table below shows the percentages and the inflection points which have been specified for the existing awards and indicates the relevant profits and ROCE to be used for measurement.
| 2008/09 award | 2007/08 award | 2006/07 award | 2005/06 award | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Group % |
UK % |
US % |
Group % |
UK % |
US % |
Group % |
UK % |
US % |
Group % |
UK % |
US % |
|
| Minimum performance for any vesting: | ||||||||||||
| Profit measure | Profit Growth in excess of threshold inflation level | |||||||||||
| ROCE measure | 15.4 | 26.4 | 14.2 | 19.8 | 31.4 | 18.7 | 20.1 | 28.2 | 19.3 | 23.2 | 42.2 | 19.4 |
| Profit Growth performance measure: | ||||||||||||
| Profit measure | 8.0 | 8.0 | 8.0 | 10.0 | 10.0 | 10.0 | 10.0 | 10.0 | 10.0 | 10.0 | 10.0 | 10.0 |
| ROCE measure | 12.0 | 12.0 | 12.0 | 15.0 | 15.0 | 15.0 | 15.0 | 15.0 | 15.0 | 15.0 | 15.0 | 15.0 |
| ROCE performance measure: | ||||||||||||
| Specified ROCE required | 16.4 | 27.4 | 15.2 | 20.8 | 32.4 | 19.7 | 21.1 | 29.2 | 20.3 | 24.2 | 43.3 | 20.4 |
The table below shows the percentages of salary to be paid to the executive directors for exceeding the specified profit growth and the percentages of salary paid for every 0.5% ROCE exceeds the specified level.
| Profit growth | % Salary paid for profit growth | |||||||
|---|---|---|---|---|---|---|---|---|
| Terry Burman |
Walker Boyd |
Robert Anderson |
Mark Light |
|||||
| 08/09 | 07/08 |
08/09 |
07/08 |
08/09 | 07/08 |
08/09 |
07/08 |
|
| Inflection point | 59.25 | 59.25 |
28.9 |
28.9 |
25.5 |
25.5 |
37.5 |
37.5 |
| Maximum vesting |
158.0 |
158.0 |
77.0 |
77.0 |
68.0 |
68.0 |
100.0 |
100.0 |
| ROCE peformance | % Salary for each 0.5% ROCE exceeds specified level | |||||||
|---|---|---|---|---|---|---|---|---|
| Terry Burman |
Walker Boyd |
Robert Anderson |
Mark Light |
|||||
| 08/09 | 07/08 |
08/09 |
07/08 |
08/09 |
07/08 |
08/09 |
07/08 |
|
| 11.3 | 11.3 |
4.6 |
4.6 |
2.7 |
2.7 |
8.0 |
8.0 |
|
When the performance conditions have been satisfied, 50% of the amount which vests will be payable in cash and the other 50% will consist of the grant of an option to acquire shares in the Company, the number of shares in both cases being determined by using the middle market price on the day preceding the grant of the award. For the 2005/06, 2006/07 and 2007/08 awards, that share price was, 112.60p, 106.00p and 124.42p respectively. The participants can normally exercise their option at any time after vesting until the tenth anniversary of the grant of the award.
The share price for the awards was fixed following the announcement of the preliminary results.
As the pre-determined performance conditions relating to the LTIP awards made in fiscal 2005/06 were not met, none of the options vested in 2007/08 and none of the cash element was payable.
(d) Employee trusts
The share option plans may be operated in conjunction with one or more Employee Share Ownership trusts (the Signet Group plc Employee Share Trust or the Signet Group plc 2004 Employee Share Trust (“together the ESOTs”)). The LTIPs operate in conjunction with the ESOTs which may be funded by the Group to acquire shares in the Company for the purposes of meeting the Company’s obligation to provide shares on the exercise of options.
The trustees of the ESOTs have waived their rights to any dividends declared on shares held in the trusts.
(e) Share scheme limits
The Executive Share Option Plans are subject to the following limits on the number of shares that may be issued:
(i) the maximum number of shares that have been or may be issued pursuant to options granted under the executive share option plans and any other discretionary share option scheme adopted by the Company may not exceed 5% of the shares from time to time in issue in any ten year period;
(ii) the maximum number of shares that have been or may be issued pursuant to options granted under the executive share option plans and any other employees’ share scheme adopted by the Company may not exceed 10% of the shares from time to time in issue in any ten year period; and
(iii) the maximum of 171,376,839 shares (representing 10% of the issued share capital on 8 July 2003) may be issued pursuant to incentive options granted under the US Plan.
In any ten year period not more than 10% of the issued share capital of the Company from time to time may in aggregate be issued or issuable pursuant to options granted under the All-employee Schemes or any other employees’ share schemes adopted by the Company.
The number of shares which may be issued or issuable pursuant to the LTIPs (including to the ESOTs), when aggregated with any shares issued or issuable by the Company in the preceding ten years under any employees’ share scheme, participation in which is at the discretion of the Board, is limited to 5% of the Company’s issued share capital from time to time. The number of shares which may be issued or issuable pursuant to the LTIPs (including to the ESOTs), when aggregated with all shares issued or issuable by the Company in the preceding ten years under any other employees’ share scheme, is limited to 10% of the Company’s issued share capital from time to time.
No more than 5% of the issued share capital of the Company may be held by the trustee of the ESOTs without prior approval of shareholders.
(f ) Shareholding guidelines
Shareholding guidelines have been set for directors of the Group. The Group Chief Executive is expected to build a holding of shares equal to at least twice salary and the Group Finance Director and the Chief Executives of both the UK and US divisions to at least one times salary. Until these levels have been achieved, half of any post tax option gains under the 2003 Plans should be held in Signet shares. All non-executive directors are required to build a minimum holding of 10,000 shares within two years of appointment and maintain that holding whilst they remain a director of the Company.
The Group maintains an insider trading policy which among other things, prohibits the hedging of stock ownership positions by executive officers.
(g) Service contracts
The Group Chief Executive has a rolling service contract (dated 20 December 2000 and amended and restated in February 2008) with a US subsidiary with certain covenants given by Signet Group plc, which can be terminated on one year’s notice in writing by either party. The Group Finance Director has a rolling service contract (dated 14 June 1995 and amended on 15 May 2000) with the Company, which can be terminated on one year’s notice in writing by either party and which terminates on his 60th birthday.
The service contracts for the Group Chief Executive and the Group Finance Director provide for termination payments in the cases of early termination by the Group or in the event of certain changes of control. In order to facilitate recruitment, the Remuneration Committee determined at the time of recruitment that the particular provisions were necessary to secure the services of these executives. In these circumstances the amount of termination payments due to the Group Chief Executive would equal, in summary, the aggregate of (i) 100% of his base salary at the time of termination, (ii) 25% of his base salary in respect of pension and other benefits, (iii) his outstanding entitlement to a cash bonus under the annual bonus plan referred to on page 71 in respect of the proportion of the fiscal year prior to the effective date of termination, and (iv) a sum equal to a variable percentage (currently 68.6%) of the cash bonus to which he would have become entitled under the annual bonus plan during the notice period. If the Company reduces or eliminates the Directors’ and Officers’ liability insurance, although the Board has no intention of doing so, such that the Group Chief Executive does not have coverage which meets at least £100 million aggregate coverage limit and £50 million Side A aggregate dedicated coverage limits, then the Group Chief Executive may be permitted upon 90 days written notice to terminate his employment. In the event of such termination the Company will pay the Group Chief Executive his base salary and short term bonus pro-rated to the date of termination. Entitlement to any share options or LTIP awards is governed by the rules of the relevant scheme.
The amount of termination payments due to the Group Finance Director in the case of early termination by the Group in the event of certain changes of control would equal, in summary, the aggregate of (i) his annual salary at the time of termination, (ii) the market value of the contractual benefits in kind (including any pension contribution) to which he would have become entitled during the following 12 months, and (iii) all payments to which he would have become entitled under the annual bonus plan during the same 12 month period.
The Chief Executive of the UK division has a rolling service contract (dated 1 March 2003) with a UK subsidiary which can be terminated on one year’s notice in writing by either party or terminates on his 65th birthday. In the case of early termination, the contract provides for salary to be paid in lieu of notice, or where notice has been given, for any balance of the notice period.
The Chief Executive of the US division has a rolling service contract (dated 26 April 2002 and amended and restated in August 2004, January 2006 and February 2008) with a US subsidiary. The Company may terminate the contract at any time by notice in writing. In the case of termination the Company is obligated to continue to pay salary for 12 months from the date of termination.
Entitlement to any share options or LTIP awards is governed by the rules of the relevant scheme, and these contracts all contain confidentiality and non-competition clauses.
The Chairman has a letter of appointment (dated 19 June 2006), for a fixed term of three years. The appointment does not provide for compensation for loss of office. Each non-executive director has a letter of appointment from the Company.
The Board has adopted the best practice corporate governance approach of appointing non-executive directors on a staggered basis for a specific three year period albeit with the ability to renew such appointments for longer periods. Letters of appointment do not provide for compensation for loss of office.
The letters of appointment are dated as set out below:
Robert Blanchard - 27 June 2007
Dale Hilpert - 27 June 2007
Lesley Knox - 9 January 2008
Brook Land - 27 June 2007
Robert Walker - 20 June 2006
Russell Walls - 20 June 2006
(h) Company pension
The Chairman does not receive any pension provision. The Group Chief Executive and the Chief Executive of the US division are members of both the 401(k) Plan and the DCP. Contributions made by Signet’s US division in respect of the Group Chief Executive during the period totalled $3,375 ß (2006/07: $3,300 ß) and $310,100 ß (2006/07: $284,196 ß) respectively and those for the Chief Executive of the US division during the period totalled $3,375 ß (2006/07: $3,300 ß) and $74,090 ß (2006/07: $69,469 ß) respectively.
Pension benefits in respect of the UK based directors are set out below.
| Robert Anderson Chief Executive UK division |
Walker Boyd Group Finance Director |
|||
|---|---|---|---|---|
| 2007 / 08 £ |
2006 / 07 £ |
2007 / 08 £ |
2006 / 07 £ |
|
| Change in accrued benefits during the year (gross of inflation) | 548 | - | 5,812 | 4,983 |
| Change in accrued benefits during the year (net of inflation) | (115) | - | 3,727 | 3,237 |
| Accrued benefits at the end of the year | 17,548 | 17,005 | 59,286 | 53,474 |
| Transfer value of change in accrued pension (net of inflation) | n/a | n/a | 56,227 | 41,892 |
| Transfer value of accrued benefits at the beginning of the year | 189,799 | 201,054 | 698,295 | 662,639 |
| Transfer value of accrued benefits at the end of the year | 237,833 | 189,799 | 894,794 | 698,295 |
| Change in transfer value of accrued benefits(1) | 48,034 | (11,255) | 196,499 | 35,656 |
| Group payments to the FURBS/supplement | 44,300 | 38,380 | 94,900 | 55,880 |
| Life assurance contributions | 686 | 521 | 1,418 | 539 |
(1) Calculated in accordance with the Actuarial Guidance Note GN 11.
(i) Aggregate emoluments for the year to 2 February 2008
The total emoluments for directors of the Company and officers of the Group (excluding amounts due under the LTIP), for services in all capacities was $5,546,000 (2006/07: $7,641,000). The amounts due under the LTIP for directors of the Company and officers of the Group was $nil (2006/07: $727,000, restated to reflect the market value at vesting). Under the LTIP 50% of the amounts due are payable in cash and the other 50% consists of the grant of an option to acquire shares in the Company. Details of the directors’ emoluments are given above.
Except as set out in tables (a), (b) and (c), or in the notes under these tables, no director nor any member of any director’s immediate family had an interest in, or was granted or exercised any right to subscribe for, shares or debentures of the Company or any subsidiary, nor did any such right to subscribe lapse during the financial year, nor, other than the interests of Sir Malcolm Williamson, was there any change between the end of the financial year and 8 April 2008 in the interests of any director of the Company disclosed to the Company under the provisions of Section 324 (duty of directors to disclose shareholdings in own company) as extended by Section 328 (extension of Section 324 to spouses and children) of the Companies Act 1985 and under the Disclosure and Transparency Rules nor in any right to subscribe for shares in, or debentures of, the Company.
At 3 February 2007, 2 February 2008 and 8 April 2008, according to the register kept by the Company under Section 325 of the Companies Act 1985 and under the Disclosure and Transparency Rules, the directors held interests in the shares of the Company as indicated in tables (a), (b) and (c). As explained above the value of the awards that vest under the LTIP depends upon the extent to which the performance conditions are met. The awards are also capped by reference to a percentage of the recipient’s base salary.
The Group currently operates the ESOT and the 2004 ESOT. Robert Anderson, Walker Boyd, Terry Burman, and Mark Light, at, 3 February 2007, 2 February 2008 and 8 April 2008, were, in common with all other employees of the Group, deemed to have an interest in the shares held by the ESOT. The ESOT held 2,633,908 shares on 3 February 2007, 1,719,951 shares on 2 February 2008 and 1,719,951 shares on 8 April 2008. The 2004 ESOT held nil shares on 3 February 2007, nil shares on 2 February 2008 and nil shares on 8 April 2008.
No director had been granted any specific interest in such shares. The Company’s register of directors’ interests, which is open to inspection at the registered office, contains full details of directors’ shareholdings and share options.