For the year ended 31 December 2009
Introduction
This report sets out the Group's remuneration policies for its directors and senior executives and describes how those policies are applied in practice. The style of this report is designed to be more informal than previous years to take account of shareholders' feedback.
Unaudited Information
Highlights of 2009:
- Stretching annual performance targets achieved, resulting in bonus payments being made to our strong management team;
- 25% of annual bonus deferred for three years held in the form of shares and executive directors have voluntarily invested another 25% of annual bonus in shares;
- No payments made under maturing long term incentive plans, reflecting the downturn in returns resulting from the recession;
- Same base salary percentage increases applied to all levels, including executive directors, for the third year in succession;
- All employees are now able to share in the Group's success through participation in short term incentive plans and longer term share plans;
- Two programmes of consultations with principal shareholders;
- Additional share award with stretching performance conditions made to our COO, John Carter.
Remuneration Committee chariman's statement
Shareholders will not be surprised to learn that 2009 was one of the most challenging years for the Remuneration Committee and necessitated the Committee convening more times than in any previous year.
The major challenge facing us at the beginning of 2009 was around how to maintain a balance of incentives based on an appropriate set of performance measures in a volatile economic environment, which was unprecedented. (It is sometimes hard to imagine that at the time of writing last year's report in early 2009, the share price was hovering at around 250p compared to the 750.5p today). We also needed to consider how we could recognise the unique contribution of our COO, John Carter, to our future business growth and, in turn, the creation of increased shareholder value.
In striving to ensure the alignment of both shareholders' and employees' interests, while addressing these challenges, our principal shareholders were consulted twice during the course of the year. We believe that the changes we have already communicated to those shareholders (and which are confirmed below) were more appropriate as a result of the consultation process.
Our remuneration principles for all employees remain the same:
- Remuneration should be competitive and contribute to the delivery of short and long-term shareholder value;
- Remuneration should contain performance related incentive elements whose proportion increases with seniority;
- All employees should share in the success of the Group through participation in both annual bonus schemes and longer term share plans.
Remuneration policy for Executive Directors
Our incentive structure is designed to support the group goal of consistently outperforming in our markets.
In order to attract, motivate and retain high quality executives to achieve this goal, we continue to focus our efforts on ensuring that we have the right mix of fixed and variable pay. More than 50% of potential remuneration (excluding pensions and benefits) is performance related.
In addition, we encourage our most senior executives to build up a shareholding in the Company over a five-year period via formal shareholding guidelines which were described in detail in last year's Annual Report. The target shareholding for the executive directors is 100% of salary. Senior executives are aware that the Remuneration Committee may scale back future long-term incentive awards for individuals who have not consistently met the target level. Share options which have vested, but not been exercised, count towards this target. Whilst the rights issue affected the absolute level of individual shareholdings, as at 31 December 2009, all three executive directors had a shareholding valued in excess of 100% of their salary.
Base salaries and benefits
Base salaries are reviewed annually for each director and are normally set with reference to individual performance, experience and contribution together with developments in the relevant employment market, internal relativities and reference to the general economic environment; it should be no surprise to shareholders that it is this last point which has outweighed all others in determining pay awards for 2009 and 2010.
Whilst the majority of employees were awarded an RPI linked 2.5% base pay increase in January 2009, the salaries for the executive directors were frozen for 11 months due to the level of uncertainty facing both the business and the wider economy at that time. On 1 December 2009, following the Group's successful handling of the rapid turn down into recession, the same 2.5% award was applied for the executive directors (but not backdated). For 2010, a 1% base salary increase has been made with effect from 1 January, the normal review date, for all employees including executive directors. This means that for the third successive year the same salary increase percentage has been applied to all employee levels. In addition to their basic salary, directors receive a benefits package which includes a car or car allowance, private medical insurance, life assurance, an incapacity benefits scheme and membership of a company pension scheme or a cash allowance in lieu.
From 1 January 2010, the executive directors' salaries are:
| John Carter: | £375,025; |
| Geoff Cooper: | £535,755; |
| Paul Hampden Smith: | £375,025; |
In regard to pension arrangements, Geoff Cooper elected in 2006 to receive a cash allowance in lieu of being a member of the final salary scheme. This is calculated with regard to the cost the Company would have incurred in providing continuing pension accrual. Paul Hampden Smith and John Carter are both members of the Group's defined benefits pension scheme.
As a result of a major review of the costs of the Company's final salary pension scheme in 2009, increases in members' pensionable salaries after 1 December 2009 will be capped at 3% per annum, irrespective of any future salary increases which may, at some time, exceed 3%. The cumulative result of this cap and the decisions made in relation to base pay increases over the course of 2009, mean that all employees across the Group have been treated in exactly the same way irrespective of their position. There have been no changes in the basis of directors' pension entitlements during the year other than the introduction of the cap on increases to pensionable salaries.
Where an executive receives a cash allowance in lieu of pension benefits, this is not taken into account for the purposes of bonuses or other benefits. There are no unfunded pension commitments or similar arrangements for directors.
Annual Bonus
Executive directors are eligible for an annual bonus. The Remuneration Committee sets targets linked to board approved annual budgets. Maximum bonus payments are only awarded when performance for the year in question significantly exceeds the agreed annual budget targets. The maximum bonus levels remain unchanged for 2009 and 2010 at 120% of salary for the Chief Executive and 100% of salary for the Finance Director and the Chief Operating Officer.
2009 Annual Bonus
Whilst no bonus was earned in 2008 as the relevant targets were not met, as a result of strong cost, debt and margin control, the excellent performance of the Wickes retail business, the relatively strong performance of our other businesses compared with their competitors and the successful timing of our rights issue (all described in the CEO's report), all group financial and individual business related targets have been exceeded as outlined in the table below. Consequently, and as a reflection of this sector leading annual performance, bonus payments at maximum levels have been approved for 2009. Furthermore, as part of our executive directors' commitment to the longer term success of the business and in addition to the mandatory 25% bonus deferment into shares, each director has voluntarily committed to invest a further 25% of their bonus award into the 2010-2013 Share Matching Scheme award. This means that as a minimum, 50% of each director's 2009 bonus will be invested in shares for a further 3 years.
- The targets and achievement in relation to the 2009 bonus scheme are below:
| Element | Purpose |
|
||||||||||||||||
| Annual Bonus | Rewards achievement of annual financial and personal performance targets |
*The EPS and interest cover targets were restated to take account of the rights issue in line with the advice of our external advisors.
** The main personal objectives which were achieved covered the following areas:
- Company's financial stability and security;
- Investors' confidence;
- Senior management capability, engagement and stability;
- Health & safety;
- Operating margin;
- Outperforming our major competitors;
- Global sourcing initiatives.
The Remuneration Committee assessed the specific achievements against these objectives by reviewing the detailed measures attached to each one.
2010 Annual Bonus
For 2010, reflecting the different challenges facing the business when compared with 2009, Return on Capital Employed replaces the Interest Cover bonus element. Relative weightings and the potential bonus maxima (as a percentage of salary) remain unchanged.
| CEO | COO / FD Plans | ||||
| Measure | Weighting | Maximum | On target | Maximum | On target |
| EPS | 50% | 60% | 30% | 50% | 25% |
| ROCE | 30% | 36% | 18% | 30% | 15% |
| Individual objectives | 20% | 24% | 0-24% | 20% | 0-20% |
| Total | 100% | 120% | 48-72% | 100% | 40-60% |
Long term incentive plans
In contrast to the annual bonus targets for 2009, the performance measures attached to the long term incentives made in 2006 were not achieved resulting in no awards vesting under these schemes in 2009. Looking ahead, it is anticipated that the 2007 awards will also not vest. These disappointing outcomes reflect the unprecedented economic conditions in which the Group was operating.
Performance share plan ("PSP")
Following consultation with our principal shareholders, the performance conditions for the 2009 awards and those that are proposed for the 2010 awards were amended as outlined below. These changes were designed to take account of the prevailing business environment and ensure that the vesting of the PSP awards would be based on a more rounded view of performance.
| PSP Element | Rationale | Weighting |
| Aggregate cashflow | Key measure to take account of the importance of cash generation in the current climate | 40% |
| Relative Total Shareholder Return ("TSR") | External measure of shareholder value creation | 40% |
| EPS growth | Profits generated for shareholders | 20% |
The targets set for the 2009 and proposed for the 2010 PSP awards are as follows:
EPS
No change to the current EPS growth targets as set out below.
| EPS Growth | % of EPS element that vests |
| RPI + 10% p.a. | 100% |
| RPI + 3% p.a. | 30% |
These targets will prove exceptionally stretching in the current climate.
Relative Total Shareholder Return
The Company's TSR will be measured against the TSR of the constituent companies of the FTSE 250 Index.
| Travis Perkins plc TSR relative to FTSE 250 Index | % of TSR element that vests |
| Upper quartile (Top 25%) | 100% |
| Median (Top 50%) | 30% |
| Straight-line vesting between these points |
A three month averaging period at the start and end of the performance period will be used to calculate TSR.
The Committee carefully considered the merits and potential weaknesses of using a specific comparator group rather than a broad index. On balance, the Committee considered that it would be difficult to construct an appropriate comparator group based on the Company's peers as the Group operates in both the retail and industrial supplies sectors, and therefore the constituents of a broad market index will be used as a benchmark for performance.
Aggregate Cashflow
- To reflect the importance of effective working capital management and of generating cash from assets, three-year aggregate cash flow targets will apply, based on the Company's three-year plan. The Committee will, if appropriate, adjust for the impact of items such as major capital investments or disposals. The target range for this PSP element in the 2009 award is £350m - £470m with 0% vesting at less that £350m and 100% of this element vesting at £470m on a straight line basis. The equivalent thresholds for the 2010 award are £470m - £520m.These proposed measures and targets apply to awards made in 2009 and those proposed for 2010. For future awards, the Committee will review annually whether the performance targets and their percentage weightings described above remain appropriate and challenging, or whether they should be recalibrated taking into account economic expectations, the industry's outlook and shareholder interests.
The maximum PSP award level for all executive directors is 150% of basic salary. However, for awards made in 2009 and those proposed for 2010 the maximum award is restricted to 120% for the CEO and 100% of salary for the other executive directors.
Share matching scheme
The maximum personal investment in the Share Matching Scheme in 2009 and 2010 is 50% of post tax salary. The performance targets for the matching share awards are based on Cash Return On Capital Employed ("CROCE"). The targets for awards made in 2009 and planned for 2010 are set by the Remuneration Committee and determined by the Company's three-year business plan. 30% of the matching award (0.6 for 1) vests if the target set is met with a straight line increase required above target for a 2 for 1 match. The target range for the 2009 award is 6.43% - 8.82% where none of the matching award will vest over the 3 year period unless the average CROCE is at least 6.43% and the whole of the matching award will vest if the average CROCE is 8.82% or more. The target range planned for the 2010 award is 7.5% - 9.0%. The proposed targets for 2010 are considered to be appropriately stretching in the current environment, with the target range for matching awards being significantly higher than that attached to the 2009 awards.
Overall remuneration
The following chart shows the percentage split of total remuneration of the executive directors (excluding pensions and benefits) based on the achievement of 50% of all performance measures, and the remuneration structure proposed for 2010.2010 Potential earnings based on 'ON TARGET'
Bonus and Long Term Incentives
| Key | Performance Criteria | |
 |
PSP | EPS / TSR / Aggregate cashflow |
 |
SMS | CROCE |
 |
Deferred bonus | EPS / ROCE / Personal objectives |
 |
Cash Bonus | EPS / ROCE / Personal objectives |
 |
Basic annual salary | |
Share award for John Carter
As discussed with our principal shareholders in 2009, the Committee considers that the Chief Operating Officer will make a significant contribution to the long-term success of the business. Following careful consideration, an additional long term award was made to him in 2009, which was directly focussed on value creation for shareholders over the longer term. The award was structured as a nil cost share option over 47,612 shares, representing 100% of salary, vesting in equal tranches after completion of years four, five and six, the first year of measurement being 2009.
| Earliest vest / exercise | Proportion vesting |
| Year 4 | 01-Mar |
| Year 5 | 01-Mar |
| Year 6 | 01-Mar |
The award is linked directly to procurement improvement initiatives agreed annually and measured at the end of each financial year. Performance will be measured against an agreed aggregate target of a reduction in the cost of goods, equivalent to a 25 basis points improvement each year. The Committee will monitor the cumulative monetary benefit that this improvement is set to deliver in assessing the extent to which the target has been met at the end of years 4, 5, and 6.
- To qualify for any part of the award, John Carter must also have delivered his objectives as part of Travis Perkins' strategic plan, approved by the Committee, in terms of:
- Agreed strategic initiatives (for example, establishing category management, supply chain initiatives);
- Development of new business channels.
- Highest paid director - Basic salary includes a salary supplement of £231,167 (2008: £230,000) which replaced continuing pension accrual from April 2006. This does not count when calculating annual bonus and granting share incentives. Geoff Cooper also received, and retained, in 2009, £84,840 (2008: £82,000) in respect of his non-executive chairmanship of Dunelm Group Plc.
- Basic salary includes a £12,000 "cash for car" allowance and a £1,500 fuel allowance, which do not count when calculating annual bonus and granting share incentives. Paul Hampden Smith also received, and retained, in 2009, £16,558 (2008: £nil) in respect of his non-executive directorship of Redrow plc.
- Appointed 9 April 2009. 4. Appointed 30 September 2009.
- Only base salary is pensionable for service from 1 December 2004.
- Geoff Cooper ceased future accrual on 5 April 2006, but benefits up to that date retain a link to current salary (subject to the Earnings Cap, which applied up to April 2006). This was cost neutral for the Company.
- Salary Sacrifice was introduced for member contributions in April 2006. The figures above include the sacrificed amounts.
- Any pensions paid on early retirement are subject to abatement.
- Includes matching award on rights taken up on investment shares.
- Exchanged for 2009 award.
- Vesting is on the third anniversary of the grant date.
- Award / purchase prices (restated for the rights issue) are: 2 April 2007, 1,586p, 1 April 2008, 840p, 19 May 2009, 553p.
- Performance criteria apply. For share matching shares granted in 2007 vesting is at 33 1/3% if EPS exceeds inflation by 4% a year, pro rata between 100% & 33 1/3% if EPS exceeds inflation by between 8% and 4%, and 100% if EPS exceeds inflation by 8%. For investment matching shares granted in 2008 and 2009 a condition based on a three year average of cash return on capital employed ("CROCE") applies as described on page 56. For 2008 the target range was 11.5% - 12.5%.
- Vesting is on the third anniversary of the grant date.
- Award prices (restated for the rights issue) are: 5 March 2008, 850p, 23 June 2009, 473p.
- Performance criteria apply. For performance shares granted in 2008, vesting is at 33 1/3% if EPS exceeds inflation by 3% a year, pro rata between 100% & 33 1/3% if EPS exceeds inflation by between 3% and 10%, and 100% if EPS exceeds inflation by 10%. Performance conditions for the 2009 award are described on page 55.
- Vesting is on the third anniversary of the grant date.
- The award price (restated for the rights issue) for 5 March 2008 was 998p.
- Performance conditions apply. For the grant still to vest, 25% of the options vest at EPS growth of RPI plus 9% and full vesting requires EPS growth plus 15%.
- Exercise prices have been restated in respect of the rights issue.
- No performance conditions apply.
- All options are exercisable from 1 December 2013 to 31 May 2014 at a price of 442p (rights restated).
The Remuneration Committee must also be satisfied at each stage about the underlying performance of the business, and they will retain the right of veto.
All-Employee share plans
The Company also operates two all employee share schemes: the Sharesave Scheme and a Share Incentive Plan called the Travis Perkins Buy As You Earn Plan.
Non-Executive Directors
The policy of the Board is to recruit non-executive directors of the highest calibre, with a breadth of skills and experience appropriate for the Company's business. Non-executive directors are appointed for a period of three years, at the end of which the appointment may be renewed by mutual agreement. It is the Board's policy that non-executive directors should generally serve for six years (two three year terms) and that any term beyond this should be subject to a rigorous review. This review would take into account both the need for progressive refreshing of the Board, and the particular requirements of the Company at the time of the possible extension. Non-executive directors do not have a service contract, but each has received a letter of appointment expiring on the following dates:
The letters of appointment will be available for inspection at the Annual General Meeting.
The remuneration of the non-executive directors is determined by the Board (in the case of the Chairman, on the recommendation of the Remuneration Committee). Each non-executive director receives an annual fee. In addition, Chris Bunker and Andrew Simon receive an additional fee for, in the case of the former, the role of Senior Independent Director and for chairing the Audit Committee and, in the case of the latter, for chairing the Remuneration Committee. Fees were reviewed at the end of 2009 and it was decided that with the exception of Chris Bunker who was awarded an increase of £8,000 per annum (backdated to 1st April 2009) to reflect his additional responsibilities as senior independent director, to make no other increases in 2010. This means that, apart from the fees relating to Chris Bunker, non-executive directors' fees have not increased since January 2007. The increase applied in January 2007 has been the only standard increase to non-executive directors' fees for five years, and the Board intends to review fees for non-executive directors during the course of 2010. Non-executive directors do not receive any other benefits and are not eligible to join a company pension scheme. No compensation is payable on termination of their employment, which may be without notice from the Company. They cannot participate in any of the Company's share schemes.
COMMITTEE DETAILS
The Committee comprises Andrew Simon (Chairman), Tim Stevenson, Chris Bunker and John Coleman, all of whom are independent non-executive directors. It met nine times in 2009. The Committee is responsible for the broad policy on directors' and senior executives' remuneration. It determines all aspects of the remuneration packages of the executive directors and reviews, with the Chief Executive, the remuneration packages of other senior executives. It also oversees the administration of the share schemes. The Committee's terms of reference, which are available on our website or from the Company Secretary, require it to give due regard to the best practice contained in the Code.
The Committee keeps itself fully informed of relevant developments and best practice in remuneration matters and seeks advice where appropriate from external advisors. Hewitt New Bridge Street and Deloitte LLP have provided advice to the Committee on the structure of executive remuneration and share schemes in the past year. They were appointed by the Committee. Deloitte also provide audit and taxation services to the Company. In addition, Geoff Cooper (Chief Executive), Paul Hampden Smith (Finance Director), Andrew Pike (Group Company Secretary), Carol Kavanagh (Group Human Resources Director) and Stella Girvin (Group Pensions & Share Scheme Manager) have assisted the Committee in its work, but never in respect of their own remuneration.
TOTAL SHAREHOLDER RETURN
As required by the Companies Act, the graph below shows total shareholder return for Travis Perkins' shares over the last five years, relative to the FTSE 250 Index. Total shareholder return is defined as a combination of growth in the Company's share price and dividends paid to shareholders. The FTSE 250 Index has been chosen as a comparable broad equity market index because the Company has been a member of it for the five year period.
AUDITED INFORMATION
Contracts of Executive Directors
Each of the executive directors has a service contract, the date of which is shown below, which will be available for inspection at the Annual General Meeting. These contracts provide for six month's notice from the directors and 12 month's notice from the Company. They do not specify any particular level of compensation in the event of termination or change of control.
John Carter: 6 August 2001Geoff Cooper: 1 February 2005
Paul Hampden Smith: 8 October 1996
It is the Company's policy to allow each executive director to hold one non-executive directorship in another company (and to retain the fee payable).
Amount of Directors' Emoluments
Part of each executive director's remuneration may consist of benefits in kind not payable in cash, such as the provision of a company car, a fuel card, and private healthcare insurance. No director receives an expense allowance, which is chargeable to tax. Details of directors' remuneration are set out in the table below.
| Basic salary | Annual bonus | Benefits in kind | Total remuneration | |||||
|---|---|---|---|---|---|---|---|---|
| 2009 £'000 |
2008 £'000 |
2009 £'000 |
2008 £'000 |
2009 £'000 |
2008 £'000 |
2009 £'000 |
2008 £'000 |
|
| Executive | ||||||||
| Geoff Cooper¹ | 750 | 748 | 636 | - | 26 | 29 | 1,412 | 777 |
| Paul Hampden Smith² | 377 | 376 | 371 | - | 1 | 1 | 749 | 377 |
| John Carter | 363 | 362 | 371 | - | 29 | 30 | 763 | 392 |
| Non-executive | ||||||||
| Tim Stevenson | 180 | 180 | - | - | - | - | 180 | 180 |
| Chris Bunker | 52 | 46 | - | - | - | - | 52 | 46 |
| John Coleman | 38 | 38 | - | - | - | - | 38 | 38 |
| Philip Jansen³ | 28 | - | - | - | - | - | 28 | - |
| Andrew Simon | 46 | 46 | - | - | - | - | 46 | 46 |
| Robert Walker&sup4; | 25 | - | - | - | - | - | 25 | - |
| 1,859 | 1,796 | 1,378 | - | 56 | 60 | 3,293 | 1,856 | |
Notes:
Directors' pension entitlements
Pension entitlements of the executive directors during the year were as follows:
| John Carter | Paul Hampden Smith | Geoff Cooper | |
|---|---|---|---|
| Age at 31 December 2008 | 48 | 49 | 55 |
| £’000 | £’000 | £’000 | |
| Accrued pension at 31 December 2008 | 253 | 61 | 5 |
| Accrued pension at 31 December 2009 | 260 | 72 | 5 |
| Increase in accrued pension in 2009 | 7 | 11 | 0 |
| Real increase in accrued pension in 2009 | 11 | 12 | 0 |
| Transfer value of the real increase in accrued pension | 126 | 144 | 7 |
| Value of increase in accrued benefit | 158 | 176 | 7 |
| Member’s contributions towards pension | 32 | 32 | 0 |
| Increase in transfer value net of member’s contributions | 456 | 242 | 19 |
| Transfer value of benefits accrued at 31 December 2008 | 3,586 | 830 | 89 |
| Transfer value of benefits accrued at 31 December 2009 | 4,074 | 1,104 | 108 |
Notes:
Travis Perkins' share price information
| 2009 | 2008 | |
|---|---|---|
| Mid-market price at the year end | 852p | 340p |
| Highest mid-market price during the year | 880p | 1,191p |
| Average mid-market price during the year | 592p | 721p |
| Lowest mid-market price during the year | 229p | 223p |
The 2008 share price information has not been restated for the impact of the 2009 rights issue.
Directors' shareholdings
The Directors' holdings of ordinary 10p shares of Travis Perkins plc at 31 December 2009 and 2008 were as follows:
| 2009 | 2008 | ||
|---|---|---|---|
| Director | Interest | No. | No. |
| Chris Bunker | Beneficial owner | 11,900 | 7,000 |
| John Carter | Beneficial owner | 45,510 | 42,618 |
| John Coleman | Beneficial owner | 2,465 | 1,450 |
| Geoff Cooper | Beneficial owner | 135,904 | 57,996 |
| Paul Hampden Smith | Beneficial owner | 186,593 | 87,878 |
| Philip Jansen | Beneficial owner | - | - |
| Andrew Simon | Beneficial owner | 3,400 | 2,000 |
| Tim Stevenson | Beneficial owner | 21,080 | 12,400 |
| Robert Walker | Beneficial owner | 25,000 | - |
Between 31 December 2009 and the date of this report, the only change to the above Directors' shareholdings is to Paul Hampden Smith's whose shareholding had increased to 186,625 because of his monthly contribution to the Travis Perkins' Buy As You Earn Plan.
Share matching scheme
Participation by directors is as follows:
| Outstanding 01-Jan-09 No. |
Granted during year No. |
Lapsed during year No. |
Right issue adjustment No. |
Outstanding 31-Dec-09 No. |
||
| Geoff Cooper | ||||||
| 02-Apr-07 | Deferred shares | 6,017 | - | - | 1,617 | 7,634 |
| Deferred matching shares | 6,017 | - | - | 1,617 | 7,634 | |
| Investment matching shares | 12,636 | - | - | 3,395 | 16,031 | |
| 01-Apr-08 | Investment matching shares | 48,216 | - | - | 55,772¹ | 103,988 |
| 19-May-09 | Investment matching shares | - | 73,160 | - | 84,625¹ | 157,785 |
| Paul Hampden Smith | ||||||
| 02-Apr-07 | Deferred shares | 4,109 | - | - | 1,104 | 5,213 |
| Deferred matching shares | 4,109 | - | - | 1,104 | 5,213 | |
| Investment matching shares | 10,319 | - | - | 2,772 | 13,091 | |
| 01-Apr-08 | Investment matching shares | 33,750 | - | - | 39,037¹ | 72,787 |
| 19-May-09 | Investment matching shares | - | 51,213 | - | 59,237¹ | 110,450 |
| John Carter | ||||||
| 02-Apr-07 | Deferred shares | 4,109 | - | - | 1,104 | 5,213 |
| Deferred matching shares | 4,109 | - | - | 1,104 | 5,213 | |
| Investment matching shares | 8,424 | - | - | 2,263 | 10,687 | |
| 01-Apr-08 | Investment matching shares | 15,526 | - | (15,526)² | - | - |
| 19-May-09 | Investment matching shares | - | 29,663 | - | 34,311¹ | 63,974 |
Notes:
Performance Share Plan
Participation by directors is as follows:
| Outstanding 01-Jan-09 No. | Rights issue adjustment No. | Granted during year No. | Outstanding 31-Dec-09 No. | |
|---|---|---|---|---|
| Geoff Cooper | ||||
| 05-Mar-08 | 57,553 | 15,462 | - | 73,015 |
| 23-Jun-09 | - | - | 131,289 | 131,289 |
| Paul Hampden Smith | ||||
| 05-Mar-08 | 33,572 | 9,019 | - | 42,591 |
| 23-Jun-09 | - | - | 76,585 | 76,585 |
| John Carter | ||||
| 05-Mar-08 | 33,572 | 9,019 | - | 42,591 |
| 23-Jun-09 | - | - | 76,585 | 76,585 |
Notes:
Deferred Share Bonus Plan
Participation by directors is as follows:
| Outstanding 01-Jan-09 No. | Rights issue adjustment No. | Outstanding 31-Dec-09 No. | |
|---|---|---|---|
| Geoff Cooper | |||
| 05-Mar-08 | 10,692 | 2,872 | 13,564 |
| Paul Hampden Smith | |||
| 05-Mar-08 | 6,104 | 1,639 | 7,743 |
| John Carter | |||
| 05-Mar-08 | 6,104 | 1,639 | 7,743 |
Notes:
Share Award for John Carter
| Outstanding 01-Jan-09 No. |
Granted during year No. |
Outstanding 31-Dec-09 No. |
|
| 10-Nov-09 | - | 47,612 | 47,612 |
Notes:
1. Vesting and performance conditions are described on pages 56 and 57.
Executive Share Options
Participation by directors in the 2001 Executive Share Option Scheme is as follows:
| Outstanding 01-Jan-09 No. |
Rights issue adjustment No. |
Lapsed during year No. |
Outstanding 31-Dec-09 No. |
Exercise price (rights restated) |
Exercise period | |
|---|---|---|---|---|---|---|
| Geoff Cooper | 14,173 | 3,807 | - | 17,980 | 1,320.0p | Anytime until 31/3/15 |
| 57,262 | - | -57,262 | - | 1,611.0p | ||
| 50,761 | 13,638 | - | 64,399 | 1,553.0p | From 22/3/10 until 21/3/17 | |
| Paul | 39,351 | 10,572 | - | 49,923 | 596.0p | Anytime until 3/7/11 |
| Hampden Smith | 31,031 | 8,337 | - | 39,368 | 845.0p | Anytime until 9/4/12 |
| 40,983 | 11,011 | - | 51,994 | 841.0p | Anytime until 10/4/13 | |
| 18,750 | 5,037 | - | 23,787 | 1,033.0p | Anytime until 15/3/14 | |
| 8,268 | 2,221 | - | 10,489 | 1,320.0p | Anytime until 31/3/15 | |
| 34,217 | - | -34,217 | - | 1,611.0p | ||
| 31,091 | 8,353 | - | 39,444 | 1,553.0p | From 22/3/10 until 21/3/17 | |
| John Carter | 29,398 | 7,898 | - | 37,296 | 845.0p | Anytime until 9/4/12 |
| 32,786 | 8,808 | - | 41,594 | 841.0p | Anytime until 10/4/13 | |
| 17,387 | 4,671 | - | 22,058 | 1,033.0p | Anytime until 15/3/14 | |
| 8,267 | 2,220 | 10,487 | 1,320.0p | Anytime until 31/3/15 | ||
| 34,217 | - | -34,217 | - | 1,611.0p | ||
| 31,091 | 8,353 | - | 39,444 | 1,553.0p | From 22/3/10 until 21/3/17 |
Sharesave Options
Participation by directors in the 2002 Travis Perkins' Sharesave Scheme is as follows:
| Outstanding 01-Jan-09 No. |
Rights issue adjustment No. |
Outstanding 31-Dec-09 No. |
|
|---|---|---|---|
| Geoff Cooper | 2,895 | 775 | 3,670 |
| Paul Hampden Smith | 2,895 | 775 | 3,670 |
| John Carter | 2,895 | 775 | 3,670 |
Notes:
Share Dilution
At 31 December 2009, shares under grant for executive share schemes over a 10 year period represented 1.82% of issued share capital and shares under grant for all employee share schemes over the previous 10 years represented 5.22%. There were 6,711,548 (3.2% of issued share capital) unallocated shares and 289,142 allocated shares (0.14%) held in the employee trust.
Shareholders' Approval
The directors confirm that this report has been drawn up in accordance with the requirements of the Companies Act 2006 and the Combined Code on Corporate Governance.
The shareholders will be invited to approve the remuneration policy set out in this report at the Annual General Meeting, at which the Chairman of the Committee will be available to answer any questions. Approved by the Board and signed on its behalf by:
Andrew Simon
Chairman, Remuneration Committee
23 February 2010