|
|
|
|
 |
The Remuneration
Committee is made up wholly of independent non–executive
Directors. Throughout the year, the company has applied the principles
in Section 1 of the Combined Code on Corporate Governance (the Code)
and complied with the Code.
The Committee's role is to set the remuneration policy for
the Chairman, the executive directors and the members of the company's
Executive Committee (EC). Specifically,
the Remuneration Committee agrees
their service contracts, salaries, other benefits, including bonuses
and participation in the company's long–term incentive plans,
and other terms and conditions of employment.
It also agrees terms for their cessation of employment and their
appointments as non–executive directors of non–BT group companies
and other organisations. It also approves the company's new
long–term incentive plans, recommends to the Board those plans which
require shareholder approval and oversees their operation.
Lord Marshall has chaired the Committee since 1 January 1996. Other
members of the Remuneration Committee
during the year were:
 |
 |
Dr Iain Anderson |
|
|
Sir Anthony Greener (appointed
1 October 2000) |
|
|
Neville Isdell |
|
|
June de Moller |
|
|
Maarten van den Bergh (appointed
1 September 2000) |
|
|
Keith Oates (retired 31 December
2000) |
Lord Marshall will retire from the BT Board
and as chairman of the Committee at the end of the 2001 AGM. He
will be succeeded as chairman of the Committee by Sir Anthony Greener.
The Committee met eight times during the 2001 financial year. The
Chairman and Chief Executive are invited to attend meetings when
appropriate. They are not present when matters affecting their own
remuneration arrangements are considered.
Although the Board remains ultimately responsible for both the framework
and the cost of executive remuneration, it has delegated prime responsibility
for executive remuneration to the Remuneration Committee. Non–executive
directors who are not members of the Committee are entitled to receive
papers and minutes of the Committee.
The Committee has access to professional advisers, both within the
company and externally. The Committee chairman and senior executives
maintain contact when appropriate with BT's principal shareholders
and the main representative groups of the institutional shareholders
to consult on the company's overall remuneration policy and its
development.
Remuneration Policy
BT's executive remuneration policy is in
line with the company's overall practice on pay and benefits. This
is to reward employees competitively, taking into account individual
performance, company performance, market comparisons and the competitive
pressures in the worldwide information technology and communications
industry. Our external comparisons look at comparable roles in similar
organisations, in terms of size, market sector, business complexity
and international scope. To reflect BT's international presence,
the company takes account of remuneration packages outside the UK
where a particular market warrants this approach. The strategy for
executive pay, in general terms, is for basic salaries to reflect
the relevant market median, with total direct compensation (basic
salary, annual bonus and the value of any long–term incentives)
to be at the upper quartile for exceptional performance.
The Remuneration Committee considers that, in the interests
of shareholders, it is important to link a significant proportion
of the total executive remuneration package to individual and corporate
performance. Remuneration policy and arrangements are kept under
regular review to achieve this objective and to ensure that the
company can attract and retain executives of the necessary quality
in a complex business and a highly and increasingly competitive
international marketplace.
Packages
The remuneration package for the executive
directors, EC members and, in limited cases, the Chairman comprises
some or all of the following elements:
Basic salary
Salaries are reviewed annually (although
not necessarily increased). Salary increases are made where the
Committee believes that adjustments are appropriate to reflect performance,
contribution, increased responsibilities and/or market pressures.
Performance–related remuneration
Annual bonus
The annual bonus plan focuses on annual objectives, and is designed
to reward appropriately the achievement of results against these
set objectives. It is measured on a scorecard basis. Targets are
set at the beginning of the financial year, and are reviewed throughout
the year. Targets are based on key corporate objectives, such as
revenue growth, profitability, business development, quality of
service, customer satisfaction and people management. Specific weights
are attached to each objective on the basis of the BT Corporate
Scorecard. The Committee retains the flexibility to adjust bonus
awards in exceptional circumstances. The on–target and maximum
bonuses were reviewed for the 2001 financial year for all EC members
and some were increased to reflect benchmarks in the external market.
Current long–term incentives
The BT Equity Incentive Portfolio (the
Portfolio), approved at the 2000 AGM, supports the company's remuneration
strategy for our most critically–skilled people. The three elements
which constitute the Portfolio are:
|
|
Incentive Shares |
|
|
Retention Shares, and |
|
|
Share Options |
The key drivers of the Portfolio are performance,
flexibility and transparency. Following the introduction of the
Portfolio, no new awards have been granted under the BT Executive
Share Plan or the BT Performance Share Plan. No individual has been
awarded all of Incentive Shares, Retention Shares and Share Options.
Incentive Shares
Incentive Shares are the main element of the Portfolio. Awards are
granted annually to the executive directors of BT and members of
the senior executive team. Awards have been granted to around 2,500
key managers and professionals.
Awards of Incentive Shares normally vest after a performance period
of three years, if the participant is still employed by the BT group
and a performance target has been met. The performance measure is
Total Shareholder Return (TSR) compared with the FTSE 100 companies.
At the end of the three–year period, BT's TSR must be in the top
25 performing companies for all the shares to vest. The proportion
of shares which vests reduces on a straight–line basis to 50th position,
at which point 25% of the shares under award vest. Below 50th position,
none of the shares vest.
To encourage exceptional performance, the Remuneration Committee
has discretion to reward performance in the upper quartile. At the
end of the three–year period, if the company is in the top 25 performing
companies, the Remuneration Committee may increase the award of
shares vesting. If BT's TSR is in the top ten companies of the FTSE
100, the increase may double the number of the shares vesting. The
discretion will only be exercised if the Remuneration Committee
is also satisfied that there has been a significant improvement
in the company's underlying financial performance. The Remuneration
Committee will take account of BT's Corporate Scorecard targets
and earnings per share growth.
The initial value of awards of Incentive Shares in the 2001 financial
year was 10% to 200% of salary, with the vast majority being below
100%. The first vesting of awards of Incentive Shares is expected
to be in 2003. Based on performance to date, none of the shares
would vest.
Share Options
Under the Share Options element of the
Portfolio, options to acquire BT shares are granted as an alternative
to Incentive Shares, primarily for overseas employees and, in the
UK, for employees of BT's internet business and/or new recruits.
The price at which shares may be acquired is the market price at
the date of grant. For options granted in the 2001 financial year,
the exercise of the option is generally phased over three years.
The grant or exercise of options may be linked to a performance
target. Currently, the grant is based on corporate and individual
performance. This is kept under review.
Options have been granted over shares with an initial value generally
in the range of one times to three times salary with one option
with a value of four times salary. Around 1,000 people currently
participate in this element of the Portfolio.
Retention Shares
Retention Shares are granted to individuals
with critical skills as a recruitment or retention tool. As a result,
awards of shares are not generally linked to the satisfaction of
a corporate performance target, but may be linked to performance,
such as the completion of specific projects.
The length of the retention period before awards vest is flexible.
Awards may vest in annual tranches. The shares are transferred at
the end of the specified period only if the individual is still
employed by the BT group.
The first awards of shares were granted in August 2000. Retention
Shares are used only in exceptional circumstances and, to date,
less than 20 awards have been made.
BT Deferred Bonus Plan (DBP)
The DBP was established in 1998. Awards
in the form of BT shares, were granted to around 260 senior executives
during the 2001 financial year in respect of their performance in
the 2000 financial year. The awards were generally equivalent in
value to 50% of the executive's gross annual bonus. It is intended
that the value of deferred bonuses granted in respect of the 2001
financial year will, except in a very limited number of circumstances
where higher levels of award are justified, be of a similar value.
It is anticipated that around 300 senior executives will receive
deferred bonuses. The shares are held in trust and transferred to
the executive if still employed by the company in three years' time.
There are no additional performance measures for the vesting of
DBP awards. The first awards granted under the DBP in 1998 are due
to vest in July or August 2001. The DBP uses existing shares only.
During the 2001 financial year, the rules of the DBP were amended
to permit, in the event of BT terminating a participant's employment,
a participant's award to vest at the end of the deferred period
where the date of vesting would have fallen during a period of notice
and the full notice period is not served. This would not apply where
employment is terminated for gross misconduct, breach of contract
or serious shortfall in performance.
The rules were also amended so that, on a scheme of arrangement
to create a new holding company, awards will roll over into shares
in the new company. Without the change, the awards would vest automatically.
Awards outstanding at the date of the amendment that roll over would
be preserved until the end of the deferred period if a participant
leaves employment (other than for gross misconduct). The value of
these awards would also be preserved.
Former long–term incentives
BT Share Option Scheme
This scheme expired in January 1995. The last options were granted
in December 1994. Details of outstanding options held by the directors
and former directors at the end of the 2001 financial year are shown
below.
BT Executive Share Plan/BT Performance Share
Plan
The last awards under these plans were
granted in 1999. Awards of BT shares under the BT Executive Share
Plan (ESP) normally vest at the end of five years but only if BT's
TSR meets a pre–determined target relative to the other companies
in the FTSE 100. The second vesting of awards under the ESP was
in the 2001 financial year. On the basis that the company's TSR
was at 10th position compared with the other FTSE 100 companies
at the end of the five–year performance period, 100% of the shares
under award vested in 54 participants on 1 August 2000.
Like the ESP, the vesting of awards of BT shares under the BT Performance
Share Plan (PSP) is subject to the company meeting a pre–determined
TSR target measured against the FTSE 100 companies. Normally, if
the performance target is met and the participant is still employed
by the group, the awards will vest after the end of a cumulative
three–year cycle. The final awards under the PSP are due to vest
in August 2001. Based on BT's TSR measured over the three financial
years to 31 March 2001, ranking it in 38th position, 80% of the
shares under award will vest.
During the 2001 financial year, the change of control provisions
of the ESP and PSP were amended to align them with those for the
Incentive Shares. Vesting is based on performance to the date of
change of control, with the Committee having discretion to vest
higher amounts, taking other relevant factors into account (for
example, length of service, anticipated future employment prospects
and underlying company performance). Provision has also been made
for the protection of any balance of a participant's award which
did not vest on a change of control, if the participant is dismissed
(other than for gross misconduct) or is demoted and leaves within
twelve months. In addition, the cessation of employment provisions
of the ESP and PSP were amended to align them with those for the
Incentive Shares.
The rules of the ESP were also amended to permit the preservation
of awards where the company terminates a participant's employment
and the participant leaves within two years of their expected vesting
date, or would have left after the date of preservation had a full
notice period been served. This would not apply where employment
is terminated by the company for gross misconduct, breach of contract
or serious shortfall in performance.
Effect of the rights issue
Following the rights issue announced on 10
May 2001, certain adjustments will be made to the awards and options
granted under the plans described above. In the case of the contingent
awards granted under the ESP and PSP and the awards of Incentive
and Retention Shares, the Board will recommend to the trustee of
each relevant trust that sufficient rights are sold nil paid to
enable the balance of the rights to be taken up with the proceeds
of the sale, so that the new BT shares acquired can be allocated
to the relevant awards and be released on the same basis as the
awards to which they relate.
In the case of options granted under the BT Share Option Scheme
and the Share Options element of the Portfolio, the Board proposes
to adjust the number of shares in respect of which options may be
exercised and the price at which the shares may be acquired to take
account of the rights issue.
Executive share retention
A shareholding programme, which requires
executive directors and EC members to build up a shareholding in
the company was introduced during the 2001 financial year.
The programme, which is not mandatory, is designed to encourage
executive directors and EC members to build up a shareholding with
a value of 100% of their salary over a period of three years.
Pensions
For the executive directors and most
other senior executives, the policy is to provide pension benefits
of one–thirtieth of final salary for each year of service with two–thirds
of the executive's pension for the surviving spouse. The executive
directors and certain other senior executives have undertakings
of pension benefits of two–thirds of final salary payable at normal
retirement age with a pension of two–thirds of the director's or
executive's pension for the surviving spouse. On death–in–service,
a lump sum equal to four times annual salary is payable together
with a pension of two–thirds of the director's or executive's prospective
pension for the surviving spouse. Pensions are based on salary alone
' bonuses, other benefits and long–term incentives are excluded.
Other benefits
Other benefits for the Chairman and executive
directors include car and driver, personal telecommunications facilities,
medical and dental cover for the director and immediate family and
financial counselling. The company has a permanent health insurance
policy to provide cover for the Chairman and full–time executive
directors and members of the EC who may become permanently incapacitated.
Service agreements
The Chairman and executive directors
have service agreements providing for one year's notice, except
where it is necessary to offer longer periods to new directors from
outside BT or circumstances make it appropriate to offer a longer
fixed term. All the service agreements contain provisions dealing
with the removal of a director through poor performance. They also
deal with payments to which the director would be entitled in the
event of early termination of the contract by BT.
Outside appointments
The Committee believes there are significant
benefits to both the company and the individual from executive directors
accepting non–executive directorships of companies outside BT. The
Committee will consider up to two external appointments for which
a director may retain the fees.
Non–executive directors' contracts
of appointment
Non–executive directors have contracts
of appointment. These cover, amongst other things, the initial terms
for which they are appointed, a general statement of their role
and duties, the fees they will receive as a director and supplementary
fees for additional work such as being a member of a Board committee.
Non–executive directors are normally appointed for an initial period
of three years and are then subject to 12 months' notice. Further
details of their appointment arrangements are set out
in the section of the annual report dealing with corporate governance
issues.
Non–executive directors' remuneration
Three–quarters of the BT Board are non–executive
directors who, in accordance with BT's articles of association and
as recommended by the Code, cannot individually vote on their own
remuneration. Therefore, the Board does not consider it appropriate
for the whole Board to determine non–executive remuneration. This
is set by the Chairman and the Chief Executive after considering
advice on appropriate levels of remuneration.
The basic fee for non–executive directors, which includes membership
of one committee, is £30,000 per year. Additional fees for membership
of Board committees range from £3,000 to £5,000 per year. Committee
chairmen receive an additional fee of £2,000 per year for each committee
they chair. Lord Marshall is paid an inclusive annual fee of £75,000
(2000 ' £75,000), as Joint Deputy Chairman. Sir Anthony Greener,
the other Joint Deputy Chairman, is paid an inclusive annual fee
of £60,000. Sir Anthony's fee will be increased to £90,000 when
he succeeds Lord Marshall as Deputy Chairman following the 2001
AGM.
To further align the interests of the non–executive directors with
those of shareholders, the company's policy is to encourage these
directors to purchase, on a voluntary basis, £5,000 of BT shares
each year. The directors are asked to hold these shares until they
retire from the Board. This policy is not mandatory.
Remuneration Review
Directors' remuneration
Sir Christopher Bland was appointed Chairman
on 1 May 2001. His annual salary on appointment was £500,000 and
he will not be entitled to receive an annual bonus.
From 1 April 2001, Sir Peter Bonfield's salary was increased from
£780,000 to £820,000 a year.
Sir Peter Bonfield's annual bonus award in respect of the 2001 financial
year is based predominantly on the achievement of group–wide objectives
and results measured against the overall BT Corporate Scorecard.
He is also bonused on achievement of personal objectives. His on–target
bonus for the 2001 financial year was increased from 65% to 75%
of salary, of which two–thirds remains targeted against the scorecard
and one–third against the achievement of personal objectives. His
maximum bonus has been retained at 100% of salary.
Directors' remuneration (excluding pension arrangements and deferred
bonuses) was as follows: |
|
|
|
| |
 |
| |
 |
| Sir lain Vallance
|
342 |
308 |
|
125
|
400 |
|
51 |
38 |
|
518
|
746 |
| Sir Peter Bonfield
|
780 |
725 |
|
481
|
500 |
|
50 |
53 |
|
1,311
|
1,278 |
| P R Hampton(b)
|
181 |
– |
|
100
|
– |
|
5 |
– |
|
286
|
– |
| R P Brace(c) |
380 |
355 |
|
130
|
145 |
|
31 |
24 |
|
541
|
524 |
| B Cockburn(d)
|
516 |
490 |
|
200
|
250 |
|
45 |
33 |
|
761
|
773 |
| Lord Marshall
|
75 |
75 |
|
–
|
– |
|
–
|
– |
|
75 |
75 |
| Sir Anthony Greener
|
25 |
– |
|
–
|
– |
|
–
|
– |
|
25 |
– |
| H Alexander |
35 |
35 |
|
–
|
– |
|
–
|
– |
|
35 |
35 |
| J I W Anderson
|
57 |
54 |
|
–
|
– |
|
–
|
– |
|
57 |
54 |
| L R Hughes |
32 |
8 |
|
–
|
– |
|
–
|
– |
|
32 |
8 |
| N Isdell |
39 |
32 |
|
–
|
– |
|
–
|
– |
|
39 |
32 |
| J F de Moller
|
35 |
20 |
|
–
|
– |
|
–
|
– |
|
35 |
20 |
| J K Oates |
30 |
40 |
|
–
|
– |
|
–
|
– |
|
30 |
40 |
| M van den Bergh
|
22 |
– |
|
–
|
– |
|
–
|
– |
|
22 |
– |
| Sir John Weston
|
38 |
38 |
|
–
|
– |
|
–
|
– |
|
38 |
38 |
|
| |
2,587 |
2,180 |
|
1,036
|
1,295 |
|
182
|
148 |
|
3,805
|
3,623 |
|
|
| (a) |
Includes other benefits
as described above. Sir Iain Vallance had use of a car in
Scotland. |
| (b) |
Philip Hampton joined
the company on 1 November 2000. |
| (c) |
On the terms of his
leaving the company on 31 December 2000, Robert Brace continued
to receive his salary and contractual benefits until the earlier
of twelve months or until he obtained full–time employment.
On 31 March 2001, these payments were discontinued when he
was appointed to a new position. Between 31 December 2000
and 31 March 2001, salary of £95,000 was paid to Robert Brace,
together with benefits to the value of £5,000. In addition,
Robert Brace was paid a sum of £200,000, which was the estimated
cost of providing the pension benefits that would have accrued
over his notice period. |
| (d) |
On the terms of his
leaving the company on 31 March 2001, Bill Cockburn will continue
to receive his salary and value of his contractual benefits
until the earlier of twelve months or until he obtains full–time
employment. |
| (e) |
In addition deferred
bonuses, payable in shares in three years' time, were awarded
to Sir Peter Bonfield £481,000 (2000 – £500,000); Philip
Hampton £50,000. When added to the amounts paid or currently
payable for the 2001 financial year, in the table above, the
total remuneration of Sir Peter Bonfield was £1,792,000 (2000
– £1,778,000) and Philip Hampton £336,000. |
|
|
Bill Cockburn's salary was increased from £495,000 to £520,000 with effect from 1 June 2000 until his retirement
on 31 March 2001. Philip Hampton joined the Board on 1 November 2000, on a salary of £435,000 per annum.
For Philip Hampton, Bill Cockburn and members of the EC, annual bonus awards are based on the achievement of a mix of group, divisional and
personal objectives.
Philip Hampton's and Bill Cockburn's on–target bonuses for the 2001 financial year were 50% of salary, subject to a maximum of 75%,
with Philip Hampton's being guaranteed at a minimum of £100,000 exceptionally in 2001 as part of the recruitment package.
Annual bonus awards to executive directors for the 2001 financial year ranged from 35% to 62% of salary.
Sir Iain Vallance's salary was increased from £325,000 to £350,000 from 1 August 2000. Sir Iain's bonus for the 2001 financial year was £125,000.
On 1 August 2000, awards of 41,552 shares and 48,480 shares under the ESP vested in former directors, Robert Brace and Sir Alan Rudge, respectively.
The value of these awards of shares on the vesting date was £361,086 for Robert Brace and £421,291 for Sir Alan Rudge. Sir Alan Rudge retired
as a director on 31 October 1997.
Board changes
Robert Brace and Keith Oates left the BT Board on 31 December 2000. Bill Cockburn left the Board on 31 March 2001. Maarten van den Bergh was
appointed to the Board on 1 September 2000. Sir Anthony Greener was appointed a non–executive director on 1 October 2000. Philip Hampton
was appointed to the Board as Group Finance Director and a member of the Board on 1 November 2000. Sir Iain Vallance retired as Chairman and
left the Board on 1 May 2001. Following his retirement from the Board, Sir Iain has been appointed President Emeritus. Sir Christopher Bland
joined the Board as Chairman on 1 May 2001. Yve Newbold, who retired in June 1997, remains on the Community Support Committee, for
which she received fees of £5,000 in the 2001 financial year (2000 – £5,000).
Termination payments
Sir Peter Bonfield's contract entitles him to 12 months' compensation on termination by BT. His contract will terminate on 31 December 2002
and as part of his entitlement to 12 months' compensation for termination, he will receive £820,000 in lieu of salary and benefits. On termination
by BT or expiry of the contract, Sir Peter's long–term awards will be preserved subject to satisfaction of the performance criteria,
which, as in all executive directors' and EC members' contracts, is waived if termination is within 12 months after BT becomes a subsidiary
of another company.
Philip Hampton's service contract entitles him to 12 months' compensation on termination by BT after 31 October 2001.
Pensions
Sir Peter Bonfield's pension arrangements provide for a pension of two–thirds of his final salary at age 60, inclusive of any retained
benefits from his previous employment, and a widow's pension of two–thirds of his pension. He would have been entitled to a pension
of 57% of salary if he had retired on 31 March 2001. If his retirement occurs before 2004, the percentage of salary used to calculate the
pension will increase on a uniform basis to the target level at 60. His benefits are provided through a non–approved unfunded arrangement.
Philip Hampton's pension accrues at the rate of one thirtieth of his final salary for each year of service. In addition, a two–thirds
widow's pension would be payable on his death.
He is a member of the BT Pension Scheme, but as he is subject to the earnings cap, which is a restriction on the amount of pay which can be
used to calculate pensions due from a tax approved pension scheme, the company has agreed to increase his benefits to the target level by
means of a non–approved, unfunded arrangement.
Bill Cockburn left the company on 31 March 2001 and his deferred pension was increased to the level it would have been at had he remained
in service until age 60. In addition, there would be no actuarial reduction if the deferred pension was to come into payment within 11 months
before his 60th birthday.
Robert Brace left the company on 31 December 2000 at which time his pension ceased to accrue.
While Sir Iain Vallance was part–time Chairman and subsequently as President Emeritus, he is a deferred member of the BT Pension Scheme.
He is currently receiving a pension, being paid by the company, which in the 2001 financial year amounted to £344,177 (2000 ' £340,433). Sir
Iain's pension arrangements entitle his surviving widow to his full pension until July 2003 and to two–thirds of his pension after that
date.
The table below shows the increase in the accrued benefits to which each director has become entitled during the year and the transfer value
of the increase in accrued benefit: |
|
|
|
| |
|
| |
|
| Sir Peter Bonfield
|
37 |
119 |
|
235 |
192 |
|
683 |
2,204 |
| P R Hampton |
6 |
– |
|
6 |
– |
|
66 |
– |
| R P Brace |
9 |
17 |
|
150 |
137 |
|
118 |
246 |
| B Cockburn |
52 |
17 |
|
94 |
41 |
|
963 |
317 |
|
| (a) |
The increase in accrued
pension during the year excludes any increase for inflation. |
| (b) |
The pension entitlement
is that which would be paid annually on retirement at normal
retirement age based on service to the end of the year or
date of retirement, if earlier. |
| (c) |
The transfer value
has been calculated on the basis of actuarial advice in accordance
with Actuarial Guidance Note GN11 and excludes directors'
contributions. The transfer value represents a liability of
the company rather than any remuneration due to the individual
and cannot be meaningfully aggregated with annual remuneration,
as it is not money the individual is entitled to receive. |
|
|
|
Directors' interests
The interests of directors and their families in the company's shares
at 31 March 2001 and 1 April 2000, or date of appointment if later,
are shown below: |
|
|
|
|
|
|
|
| |
|
|
| Beneficial
holdings |
|
| Sir lain Vallance
|
208,570 |
|
208,504 |
|
| Sir Peter Bonfield
|
10,862 |
(a) |
10,583 |
(a) |
| P R Hampton |
780 |
|
780 |
(b) |
| B Cockburn |
22,940 |
|
22,865 |
|
| Lord Marshall
|
2,000 |
|
2,000 |
|
| Sir Anthony Greener
|
8,936 |
|
3,936 |
(b) |
| H Alexander |
930 |
|
930 |
|
| J I W Anderson
|
5,910 |
|
5,910 |
|
| L R Hughes |
6,800 |
|
2,100 |
|
| N Isdell |
7,500 |
|
2,500 |
|
| J F de Moller
|
1,500 |
|
1,500 |
|
| M van den Bergh
|
1,000 |
|
– |
(b) |
| Sir John Weston
|
1,046 |
|
1,030 |
|
|
| Total |
278,774 |
|
262,638 |
|
|
| (a) |
Includes 9,606 shares
(2000 – 9,393 shares) purchased and held by Sir Peter
Bonfield in the ESP (see note 33 to the financial statements). |
| (b) |
At date of appointment. |
|
|
|
|
| Details of share options held at
31 March 2001 are as follows: |
|
|
|
| |
|
| Sir Iain Vallance
|
57,957 |
|
333p |
09/03/95 |
09/03/02 |
|
| |
20,770 |
|
430p |
04/03/96 |
04/03/03 |
|
| |
3,760 |
|
375p |
08/12/97 |
08/12/04 |
|
|
| |
82,487 |
|
|
|
|
|
|
| Sir Peter Bonfield
|
6,460 |
|
267p |
14/08/01 |
14/02/02 |
|
|
| R P Brace |
24,890 |
|
430p |
04/03/96 |
04/03/03 |
(a) |
| |
30,180 |
|
460p |
15/11/96 |
15/11/03 |
(a) |
| |
23,470 |
|
375p |
08/12/97 |
08/12/04 |
(a) |
|
| |
78,540 |
|
|
|
|
|
|
| B Cockburn |
3,330 |
(b) |
518p |
14/08/03 |
14/02/04 |
|
|
| Total |
170,817 |
|
|
|
|
|
|
| (a) |
Robert Brace's options
will lapse on 31 December 2001, twelve months after he ceased
to be employed by the company. |
| (b) |
Option under BT Employee
Sharesave Scheme exercisable over a maximum of 1,921 shares
for six months from 31 March 2001, the date on which Bill
Cockburn ceased employment with the company |
|
|
|
All of the above options were granted
for nil consideration. No options were granted to or exercised by
the directors during the year. The above table also represents the
position at 1 April 2000.
It is a term of Sir Christopher Bland's service agreement that (i)
he purchases, as soon as permitted under BT's share dealing code,
BT shares to the value of at least £1 million; and (ii) as soon
as practical after the purchase of the shares (the Invested Shares),
the company will grant an option under the Share Options element
of the Portfolio over shares to the value of £1 million. So long
as Sir Christopher is the legal and beneficial owner of the Invested
Shares on 1 May 2004, the options will become exercisable on that
date.
Unrealised gains on the above share options at 31 March 2001, based
on the market price of the shares at that date, excluding the employee
compensation for the special dividend which is discretionary in
respect of directors' share options, were as shown below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Sir Iain Vallance |
82,487 |
125 |
673 |
|
– |
– |
– |
|
| Sir Peter Bonfield |
– |
– |
– |
|
6,460 |
16 |
59 |
|
| B Cockburn |
– |
– |
– |
|
3,330 |
– |
22 |
|
| R P Brace |
78,540 |
67 |
589 |
|
– |
– |
44 |
|
|
| (a) Based on options outstanding at 31 March 2000 and the market
price of the shares at that date. |
|
|
|
The market price of the shares at
31 March 2001 was 510p (2000 ' 1,175p) and the range during the
2001 financial year was 469p to 1,172p.
Details of the company's ordinary shares provisionally awarded to
directors, as participants under the ESP and as awards of Incentive
Shares and Retention Shares (note 33 to the financial statements),
are as follows: |
|
|
|
|
| |
|
|
|
| |
|
| Sir Peter Bonfield
|
390,207 |
179,516 |
– |
– |
16,172
|
585,895 |
|
304 |
2,988 |
| P R Hampton(d) |
– |
59,361 |
– |
– |
828
|
60,189 |
|
307 |
307 |
| B Cockburn |
96,935 |
– |
– |
– |
2,657
|
99,592 |
|
– |
508 |
| R P Brace(b) |
269,954 |
43,728 |
41,552 |
77,449 |
6,592
|
| |
