Report of the Board Committee on Executive Remuneration (continued)

Directors’ interests
The interests of directors and their families in the company’s shares at 31 March 1996 and 1 April 1995, or date of appointment if later, are shown below:

Beneficial holdings 1996 1995


Sir Iain Vallance 182,616 180,844
Sir Peter Bonfield - - (b)
A W Rudge 41,693 (a) 39,591 (a)
R P Brace 13,110 (a) 8,485 (a)

Sir Colin Marshall 2,000 -
J I W Anderson - - (b)
M Argent 17,988 17,988
B Breuel - -
Sir Ewen Fergusson 92 74
Y M Newbold 1,150 1,150
J K Oates 3,660 3,660
B C Roberts 5,000 -
Rt Hon Lord Tebbit 7,815 4,215


(a) Includes 12,498 shares (1995 - 7,473 shares) purchased and held by Dr Rudge and 10,495 shares (1995 - 6,228 shares) by Mr Brace in the Long Term Remuneration Plan (see note 27 to the financial statements).

(b) Date of appointment.

In common with other eligible individual shareholders, the directors and members of their families may be entitled to a share bonus from HM Government under its public offer of the company’s shares in 1993, up to a maximum bonus of 100 shares.

Details of share options held at 1 April 1995, granted and exercised under the share option schemes during the year, and the balance held at 31 March 1996 are as follows:


Number of share options Option exercise price per share Market price at date of exercise Usual date from which exercisable Usual expiry date

1 April 1995Granted Exercised 31 March 1996








Sir Iain Vallance 55,189 - - 55,189 264p 07/09/92 07/09/99
100,207 - - 100,207 289p 07/12/93 07/12/00
57,957 - - 57,957 333p 09/03/95 09/03/02
1,714 - 1,714(a) - 210p 387p 14/04/95 14/10/95
20,770 - - 20,770 430p 04/03/96 04/03/03
3,073 - - 3,073 244p 14/06/96 14/12/96
3,760 - - 3,760 375p 08/12/97 08/12/04









242,670 - 1,714 240,956









- -
A W Rudge 60,000 - - 60,000 264p 07/09/92 07/09/99
65,622 - - 65,622 289p 07/12/93 07/12/00
34,534 - - 34,534 333p 09/03/95 09/03/02
1,714 - 1,714(a) - 210p 401p 14/04/95 14/10/95
10,940 - - 10,940 430p 04/03/96 04/03/03
2,745 - - 2,745 265p 14/06/97 14/12/97
2,460 - - 2,460 375p 08/12/97 08/12/04
2,254 - - 2,254 306p 14/06/00 14/12/00









180,269 - 1,714 178,555









R P Brace 136,890 - - 136,890 263p 06/09/92 06/09/99
18,680 - - 18,680 289p 07/12/93 07/12/00
18,020 - - 18,020 333p 09/03/95 09/03/02
24,890 - - 24,890 430p 04/03/96 04/03/03
4,610 - - 4,610 244p 14/06/96 14/12/96
30,180 - - 30,180 460p 15/11/96 15/11/03
23,470 - - 23,470 375p 08/12/97 08/12/04
2,265 - - 2,265 320p 14/06/98 14/12/98









259,005 - - 259,005









M Argent(b) 82,975 - - 82,975 289p 07/12/93 07/12/00
33,873 - - 33,873 333p 09/03/95 09/03/02
10,940 - - 10,940 430p 04/03/96 04/03/03









127,788 - - 127,788









Sir Michael Bett (b)64,705 - - 64,705 289p 07/12/93 07/12/00
36,156 - - 36,156 333p 09/03/95 09/03/02
5,820 - - 5,820 430p 04/03/96 04/03/03









106,681 - - 106,681









M L Hepher(b) 400,000 - - 400,000 400p 03/09/94 03/09/01
10,350 - - 10,350 430p 04/03/96 04/03/03
4,000 - - 4,000 375p 08/12/97 08/12/04
5,664 - - 5,664 320p 14/06/98 14/12/98









420,014 - - 420,014









(a) Sir Iain Vallance and Dr Rudge each exercised options under the BT Employee Sharesave Scheme in which all employees of the company are eligible to participate.
(b) Options exercisable at 31 March 1996 by Mr Argent and Sir Michael Bett lapse on or before 3 September 1996 and by Mr Hepher on or before 31 December 1996.
Unrealised gains on the above share options at 31 March 1996, based on the market price of the shares at that date, were as follows:
Options exercisable Options not exercisable


Unrealised gains Unrealised gains


Number
of shares
1996
£000
1995
£000
(a) Number
of shares
1996
£000
1995
£000
(a)




Sir Iain Vallance 234,123 159 206 6,833 4 8
A W Rudge 171,096 128 163 7,459 4 9
R P Brace 198,480 166 205 60,525 7 12
M Argent 127,788 79 104 - - -
Sir Michael Bett 106,681 65 87 - - -
M L Hepher 420,014 3 - - - 5





1,258,182 600 765 74,817 15 34





(a) Based on options outstanding at 31 March 1995 and the market price of the shares at that date.

The market price of the shares at 31 March 1996 was 369p (1995 - 391p) and the range during the year ended 31 March 1996 was 332p to 415p.

Details of the company’s ordinary shares provisionally awarded to each director, as a participant under the Long Term Remuneration Plan (note 27 to the financial statements), were as follows:

Total number of award shares(a) Range of value of award(b)


1 April 1995 Awarded Dividends
reinvested
31 March
1996
Minimum
£000
Maximum
£000





A W Rudge 62,50738,8173,682 105,006 77387
R P Brace 52,08933,2723,08788,448 65326







(a) Excluding shares purchased by each director under the plan (see above).

(b) Based on the market value of the company’s shares at 31 March 1996. The minimum figure represents those shares held at 31 March 1996 which will transfer to each director at the end of year five of the plan (1999 and 2000) provided the individual is still employed by the group. The maximum figure represents all shares held at 31 March 1996 which will transfer to each director at the end of year five (1999 and 2000) provided the individual is still employed by the group and that the corporate performance measure has been fully met.

At 31 March 1996, Sir Iain Vallance, Sir Peter Bonfield, Dr Rudge and Mr Brace each had a non-beneficial interest in 95,841 shares (1995 - 110,951) purchased by BT Employee Shares Trustees Limited for allocation to employees under the BT Employee Share Ownership Scheme, and 3,292,627 shares (1995 - 699,127) held in trust by Ilford Trustees (Jersey) Limited for allocation to participating employees under the Long Term Remuneration Plan and the Performance Share Plan.

No director had any interest in the debentures of the company or in the share capital or debentures of its subsidiaries.

Subsequent to 31 March 1996, Mr Brace has notified the company of an acquisition of a beneficial holding of 49 ordinary shares under a personal equity plan. There have been no other changes in the directors’ interests in the share capital or in the debentures of the company and its subsidiaries between 31 March 1996 and 21 May 1996.

By order of the Board

Sir Colin Marshall

Chairman of the Board Committee on Executive Remuneration

21 MAY 1996

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