This
part of the Report on directors remuneration is subject to audit.
Directors emoluments
Directors emoluments for the
financial year 2006/07 were as follows:
| |
|
Basic
salary and
fees |
|
Pension
allowance
net
of pension
contributions |
a |
Total
salary
and fees |
|
Annual
cash bonus |
|
Expenses
allowance |
|
Other
benefits
excluding
pension |
|
Total
2007 |
|
Total
2006 |
|
Deferred
Bonus Plan |
f |
| |
2007 |
|
2006 |
|
| |
|
|
|
| |
|
£000 |
|
£000 |
|
£000 |
|
£000 |
|
£000 |
|
£000 |
|
£000 |
|
£000 |
|
£000 |
|
£000 |
|
| |
|
Sir
Christopher Blandc |
|
500 |
|
15 |
|
515 |
|
|
|
|
|
36 |
|
551 |
|
532 |
|
|
|
|
|
B
Verwaayenc |
|
742 |
|
190 |
|
932 |
|
884 |
|
|
|
44 |
|
1,860 |
|
1,694 |
|
1,366 |
|
1,316 |
|
A
Greenc |
|
500 |
|
|
|
500 |
|
483 |
|
|
|
36 |
|
1,019 |
|
930 |
|
362 |
|
300 |
|
H
Lalanic,d |
|
450 |
|
135 |
|
585 |
|
444 |
|
|
|
39 |
|
1,068 |
|
759 |
|
333 |
|
240 |
|
I
Livingstonb,c |
|
525 |
|
102 |
|
627 |
|
507 |
|
19 |
|
12 |
|
1,165 |
|
1,110 |
|
380 |
|
315 |
|
P
Reynoldsb,c |
|
450 |
|
135 |
|
585 |
|
434 |
|
19 |
|
18 |
|
1,056 |
|
834 |
|
326 |
|
270 |
|
M
van den Bergh |
|
93 |
|
|
|
93 |
|
|
|
|
|
|
|
93 |
|
59 |
|
|
|
|
|
M
Alahuhta |
|
45 |
|
|
|
45 |
|
|
|
|
|
|
|
45 |
|
8 |
|
|
|
|
|
C
Brendish |
|
50 |
|
|
|
50 |
|
|
|
|
|
|
|
50 |
|
50 |
|
|
|
|
|
P
Hodkinson |
|
55 |
|
|
|
55 |
|
|
|
|
|
|
|
55 |
|
8 |
|
|
|
|
|
Baroness
Jay |
|
50 |
|
|
|
50 |
|
|
|
|
|
|
|
50 |
|
50 |
|
|
|
|
|
D
Lathene |
|
8 |
|
|
|
8 |
|
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
J
F Nelson |
|
55 |
|
|
|
55 |
|
|
|
|
|
|
|
55 |
|
52 |
|
|
|
|
|
C
G Symon |
|
115 |
|
|
|
115 |
|
|
|
|
|
|
|
115 |
|
87 |
|
|
|
|
|
Sir
Anthony Greenerg |
|
57 |
|
|
|
57 |
|
|
|
|
|
|
|
57 |
|
115 |
|
|
|
|
|
L
R Hughesh |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
3,695 |
|
577 |
|
4,272 |
|
2,752 |
|
38 |
|
185 |
|
7,247 |
|
6,326 |
|
|
|
|
|
| |
|
| a |
Balance or part of the pension allowance for the financial year 2006/07 see Pensions below. Retirement benefits are accruing to three directors under defined contribution arrangements and to three directors and one former director under defined benefit arrangements. |
| b |
Expenses allowance in the above table includes a monthly cash allowance in lieu of a company car equivalent to £18,500 received by Ian Livingston and Paul Reynolds. |
| c |
Other benefits includes some or all of the following: company car, fuel or driver, personal telecommunications facilities and home security, medical and dental cover for the director and immediate family, special life cover, professional subscriptions and personal tax planning, and financial counselling. In addition, Paul Reynolds had an interest free loan see Loans below. |
| d |
Hanif Lalani received an additional cash payment of £150,000 on 30 June 2006 in respect of a special retention arrangement established on 1 July 2004 when he was Chief Financial Officer, BT Wholesale. |
| e |
Deborah Lathen was appointed as a director on 1 February 2007. |
| f |
Deferred annual bonuses payable in shares in three years time, subject to continued employment. |
| g |
Sir Anthony Greener retired as a director on 30 September 2006. |
| h |
Lou Hughes retired as a director on 31 March 2006. |
The annual salaries of the Chairman, Andy Green, Ian Livingston and Paul Reynolds remained unchanged during the financial year 2006/07. Ben Verwaayens annual salary was increased from £700,000 to £750,000 and Hanif Lalanis annual salary was increased from £400,000 to £460,000, both on 1 June 2006.
Following this years review of annual salaries, Ben Verwaayens salary will be increased from £750,000 to £800,000, Andy Greens salary will be increased from £500,000 to £520,000, Hanif Lalanis salary will be increased from £460,000 to £520,000, Ian Livingstons salary will be increased from £525,000 to
£560,000 and Paul Reynolds salary will be increased from £450,000 to £475,000. All increases will be effective from 1 June 2007.
François Barrault receives an annual salary of €750,000 (approximately £500,000).
Annual cash bonus awards in respect of the financial year 2006/07, which are not pensionable, to executive directors ranged from 96.5% to 117.85% of current salary (2005/06 80% to 112%).
Former directors
Sir Peter Bonfield received, under pre-existing arrangements, a pension of £359,900 payable in the financial year 2006/07 (2005/06 £352,153).
Loans
Prior to the date of his appointment to the Board on 19 November 2001, Paul Reynolds had an interest-free loan of £300,000 from the company to assist with relocation. At 31 March 2007, he owed £170,000 (31
March 2006 £200,000). During the financial year 2006/07, the maximum amount outstanding was £200,000. There are no outstanding loans granted by any member of the BT group to any other of the directors or
guarantees provided by any member of the BT group for their benefit.
Pensions
Sir Christopher Bland is not a member of any of the company pension schemes, but the company paid a cash amount of £15,186 representing a retirement allowance for the financial year 2006/07.
Ben Verwaayen is not a member of any of the company pension schemes, but the company has agreed to pay an annual amount equal to 30% of his salary towards pension provision. The company paid £32,580 into his personal pension plan, plus a cash payment of £189,920 representing the balance of the
pension allowance for the financial year 2006/07. BT also provides him with a lump sum death in service benefit of four times his salary.
Ian Livingston is not a member of any of the company pension schemes, but the company has agreed to pay an annual amount equal to 30% of his salary towards pension provision. The company paid £55,665 into his personal pension plan, plus a cash payment of £101,835 representing the balance of the pension
allowance for the financial year 2006/07. BT also provides him with a lump sum death in service benefit of four times his salary.
Andy Green is a member of the BT Pension Scheme. From 31 December 1997 the company has been purchasing an additional 203 days of pensionable service each year to bring his pensionable service at age 60 up to 40 years. A two-thirds widows pension would be payable on his death.
Hanif Lalani is a member of the BT Pension Scheme but has opted out of future pensionable service accrual. A two-thirds widows pension would be payable on death. The company has agreed to pay an annual amount equal to 30% of his salary towards pension provision. A cash payment of £135,000 was
therefore made for the financial year 2006/07.
Paul Reynolds is a member of the BT Pension Scheme but has opted out of future pensionable service accrual. A two-thirds widows pension would be payable on death. The company has agreed to pay an annual amount equal to 30% of his salary towards pension provision. A cash payment of £135,000 was
therefore made for the financial year 2006/07.
The table below shows the increase
in the accrued benefits, including those referred to above, to which each director,
who is a member of the BT Pension Scheme, has become entitled during the year
and the transfer value of the increase in accrued benefits.
| |
Accrued
pension |
|
Transfer
value of accrued
benefits |
|
|
Change
in
transfer value
c-d less
directors
contributions |
|
|
Additional
accrued
benefits
earned in the
year |
|
|
Transfer
value
of increase in
accrued
benefits in e
less directors contributions |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
|
2007 |
|
| |
|
£000 |
a |
|
£000 |
b |
|
£000 |
c |
|
£000 |
d |
|
£000 |
|
|
£000 |
e |
|
£000 |
f |
|
|
A
Green |
|
167 |
|
|
157 |
|
|
2,879 |
|
|
2,448 |
|
|
401 |
|
|
2 |
|
|
13 |
|
H
Lalani |
|
126 |
|
|
112 |
|
|
1,394 |
|
|
1,144 |
|
|
250 |
|
|
9 |
|
|
98 |
|
P
Reynolds |
|
140 |
|
|
140 |
|
|
2,160 |
|
|
1,995 |
|
|
165 |
|
|
|
|
|
|
|
|
|
| a-d |
As required by the Companies Act 1985 Schedule 7A. |
| a-b |
These amounts represent the deferred pension to which the directors would have been entitled had they left the company on 31 March 2007 and 2006, respectively. |
| c |
Transfer value of the deferred pension in column (a) as at 31 March 2007 calculated on the basis of actuarial advice in accordance with Actuarial Guidance Note GN11. The transfer value represents a liability of the BT Pension Scheme 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. |
| d |
The equivalent transfer value but calculated as at 31 March 2006 on the assumption that the director left service at that date. |
| e |
The increase in pension built up during the year, net of inflation. The gross amount can be calculated by deducting the amount under column (b) from the amount under column (a). |
| f |
The transfer value of the pension in column (e), less directors contributions. |
| g |
Directors contributions in the financial year 2006/07 were as follows: Andy Green, £30,000 (2006 £30,000); Hanif Lalani £nil (2006 £24,000) and Paul Reynolds £nil (2006 £26,000). |
Share options held at 31 March 2007, or date of appointment if later
| |
|
Number
of shares under option
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
1
April 2006 |
|
|
Granted
|
|
|
Lapsed |
|
|
Exercised |
|
|
31
March 2007 |
|
|
Option
price per
share |
|
|
Usual
date from
which
exercisable |
|
|
Usual
expiry
date |
|
|
|
| Sir Christopher Bland |
|
|
314,244 |
a |
|
|
|
|
|
|
|
|
|
|
314,244 |
|
|
318p |
|
|
01/05/2004 |
|
|
01/05/2011 |
|
|
|
|
B
Verwaayen |
|
|
1,121,121 |
b |
|
|
|
|
1,121,121 |
|
|
|
|
|
|
|
|
250p |
|
|
01/04/2005 |
|
|
11/02/2012 |
|
| |
|
|
935,830 |
c |
|
|
|
|
935,830 |
|
|
|
|
|
|
|
|
187p |
|
|
29/07/2005 |
|
|
29/07/2012 |
|
| |
|
|
1,052,632 |
d |
|
|
|
|
|
|
|
|
|
|
1,052,632 |
|
|
199.5p |
|
|
24/06/2006 |
|
|
24/06/2013 |
|
| |
|
|
546,875 |
e |
|
|
|
|
229,687 |
|
|
|
|
|
317,188 |
|
|
192p |
|
|
24/06/2007 |
|
|
24/06/2014 |
|
|
|
| |
|
|
3,656,458 |
|
|
|
|
|
2,286,638 |
|
|
|
|
|
1,369,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
F
Barraultk |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
362,500 |
m |
|
180p |
|
|
21/05/2007 |
|
|
21/05/2014 |
|
|
|
|
A
Green |
|
|
568,190 |
c |
|
|
|
|
568,190 |
|
|
|
|
|
|
|
|
187p |
|
|
29/07/2005 |
|
|
29/07/2012 |
|
| |
|
|
639,098 |
d |
|
|
|
|
|
|
|
|
|
|
639,098 |
|
|
199.5p |
|
|
24/06/2006 |
|
|
24/06/2013 |
|
| |
|
|
332,032 |
e |
|
|
|
|
139,453 |
|
|
|
|
|
192,579 |
|
|
192p |
|
|
24/06/2007 |
|
|
24/06/2014 |
|
| |
|
|
5,712 |
f |
|
|
|
|
|
|
|
|
|
|
5,712 |
|
|
165p |
|
|
14/08/2007 |
|
|
31/02/2008 |
|
|
|
| |
|
|
1,545,032 |
|
|
|
|
|
707,643 |
|
|
|
|
|
837,389 |
|
|
|
|
|
|
|
|
|
|
|
|
|
H
Lalani |
|
|
177,810 |
c |
|
|
|
|
177,810 |
|
|
|
|
|
|
|
|
187p |
|
|
29/07/2005 |
|
|
29/07/2012 |
|
| |
|
|
210,527 |
d |
|
|
|
|
|
|
|
|
|
|
210,527 |
|
|
199.5p |
|
|
24/06/2006 |
|
|
24/06/2013 |
|
| |
|
|
156,250 |
e |
|
|
|
|
65,625 |
|
|
|
|
|
90,625 |
|
|
192p |
|
|
24/06/2007 |
|
|
24/06/2014 |
|
| |
|
|
5,346 |
g |
|
|
|
|
|
|
|
5,346 |
|
|
|
|
|
173p |
|
|
14/08/2006 |
|
|
13/02/2007 |
|
| |
|
|
|
|
|
8,994 |
l |
|
|
|
|
|
|
|
8,994 |
|
|
179p |
|
|
14/08/2012 |
|
|
13/02/2013 |
|
| |
|
|
105,264 |
h |
|
|
|
|
|
|
|
|
|
|
105,264 |
|
|
199.5p |
|
|
24/06/2004 |
|
|
24/06/2013 |
|
|
|
| |
|
|
655,197 |
|
|
8,994 |
|
|
243,435 |
|
|
5,346 |
|
|
415,410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
I
Livingston |
|
|
601,610 |
c |
|
|
|
|
601,610 |
|
|
|
|
|
|
|
|
187p |
|
|
29/07/2005 |
|
|
29/07/2012 |
|
| |
|
|
676,692 |
d |
|
|
|
|
|
|
|
|
|
|
676,692 |
|
|
199.5p |
|
|
24/06/2006 |
|
|
24/06/2013 |
|
| |
|
|
351,563 |
e |
|
|
|
|
147,656 |
|
|
|
|
|
203,907 |
|
|
192p |
|
|
24/06/2007 |
|
|
24/06/2014 |
|
| |
|
|
7,290 |
i |
|
|
|
|
|
|
|
|
|
|
7,290 |
|
|
227p |
|
|
14/08/2007 |
|
|
13/02/2008 |
|
|
|
| |
|
|
1,637,155 |
|
|
|
|
|
749,266 |
|
|
|
|
|
887,889 |
|
|
|
|
|
|
|
|
|
|
|
|
|
P
Reynolds |
|
|
534,760 |
c |
|
|
|
|
534,760 |
|
|
|
|
|
|
|
|
187p |
|
|
29/07/2005 |
|
|
29/07/2012 |
|
| |
|
|
601,504 |
d |
|
|
|
|
|
|
|
|
|
|
601,504 |
|
|
199.5p |
|
|
24/06/2006 |
|
|
24/06/2013 |
|
| |
|
|
312,500 |
e |
|
|
|
|
131,250 |
|
|
|
|
|
181,250 |
|
|
192p |
|
|
24/06/2007 |
|
|
24/06/2014 |
|
| |
|
|
4,555 |
j |
|
|
|
|
|
|
|
|
|
|
4,555 |
|
|
218p |
|
|
14/02/2007 |
|
|
13/08/2007 |
|
|
|
| |
|
|
1,453,319 |
|
|
|
|
|
666,010 |
|
|
|
|
|
787,309 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
9,261,405 |
|
|
8,994 |
|
|
4,652,992 |
|
|
5,346 |
|
|
4,974,561 |
|
|
|
|
|
|
|
|
|
|
|
|
| |
All of the above options were granted for nil consideration. |
| a |
Option granted under the GSOP on 22 June 2001. The option is not subject to a performance measure. It was a term of Sir Christopher Blands initial service contract that (i) he purchased BT shares to the value of at least £1 million; and (ii) as soon as practicable after the purchase of the shares (invested shares), the company would grant a share option over shares to the value of at least £1 million. Sir Christopher Bland was the legal and beneficial owner of the invested shares on 1 May 2004, so the option became exercisable on that date. |
| b |
Option granted under the GSOP on 11 February 2002. The exercise of the option was subject to a performance measure being met. The performance measure was relative TSR compared with the FTSE 100 as at 1 April 2002. BTs TSR must be in the upper quartile for all of the option to become exercisable. At median, 40% of the option would be exercisable. Below that point, none of the option may be exercised. On 31 March 2005, BTs TSR was below median and also when it was retested on 31 March 2006 and 31 March 2007. As a result, the option lapsed on 31 March 2007. |
| c |
Options granted under the GSOP on 29 July 2002. The exercise of the options was subject to a performance measure being met. The performance measure was relative TSR compared with the FTSE 100 as at 1 April 2002. BTs TSR must be in the upper quartile for all of the options to become exercisable. At median, 30% of the options would be exercisable. Below that point, none of the options may be exercised. On 31 March 2005, BTs TSR was below median and also when it was retested on 31 March 2006 and 31 March 2007. As a result, the options lapsed on 31 March 2007. |
| d |
Options granted under the GSOP on 24 June 2003. The exercise of the options is subject to a performance measure being met. The performance measure is relative TSR compared with the FTSE 100 as at 1 April 2003. BTs TSR must be in the upper quartile for all of the options to become exercisable. At median, 30% of the options will become exercisable. Below that point, none of the options may be exercised. On 31 March 2006, BTs TSR was at 85th position against the FTSE 100. As a result, the options did not become exercisable. The TSR will be re-tested against a fixed base on 31 March 2008. |
| e |
Options granted under the GSOP on 24 June 2004. The exercise of the options is subject to a performance measure being met. The performance measure is relative TSR compared with a group of 20 companies from the European Telecom Sector as at 1 April 2004. BTs TSR must be in the upper quartile for all of each option to become exercisable. At median, 30% of the option will be exercisable. Below that point, no part of the option may be exercised. On 31 March 2007, BTs TSR was at 8th position against the comparator group and as a result, 42% of each option lapsed and 58% of each option will become exercisable on 24 June 2007. |
| f |
Option granted on 25 June 2004 under the Employee Sharesave Scheme, in which all employees of the company are eligible to participate. |
| g |
Option granted on 27 June 2003 under the Employee Sharesave Scheme, in which all employees of the company are eligible to participate. On 14 August 2006, Hanif Lalani exercised his option and realised a gain of £3,608 based on the share price of 240.5p per share on the date of exercise. |
| h |
Option granted under the GSOP (Special Incentive Award) on 24 June 2003, prior to Hanif Lalanis appointment as a director. This option is not subject to a performance measure as the grant was linked to personal performance. |
| i |
Option granted on 25 June 2002 under the Employee Sharesave Scheme, in which all employees of the company are eligible to participate. |
| j |
Option granted on 21 December 2001 under the Employee Sharesave Scheme, in which all employees of the company are eligible to participate. |
| k |
François Barrault was appointed as a director on 24 April 2007. |
| l |
Option granted on 23 June 2006 under the Employee Sharesave Scheme, in which all employees of the company are eligible to participate. |
| m |
Option granted under the GSOP on 21 May 2004. The exercise of the option is subject to the same performance measure as options granted on 24 June 2004 see e above. |
The
market price of a BT share at 31 March 2007 was 303.75p (2006 222p) and
the range during the financial year 2006/07 was 209.25p 321.75p (2005/06
196.5p 235p).
Unrealised gains
As at 31 March 2007, Hanif Lalani had an unrealised gain on an exercisable option granted on 24 June 2003 of £109,738 and Paul Reynolds had an unrealised gain on an exercisable option granted on 21 December 2001 of £3,906. There were no further unrealised gains on share options as at 31 March 2007
(2006 £15,790).
Share awards under long-term incentive plans held at 31 March 2007, or date of appointment if later
Details of the companys ordinary shares provisionally awarded to directors, as participants under the ISP and RSP are as follows:
| |
|
1
April 2006 |
|
Awarded |
|
Dividends
re-invested |
|
Vested |
|
Lapsed |
d |
Total
number
of award
shares
31 March
2007 |
|
Expected
vesting date |
|
Price
on
grant |
|
Market
price
at vesting |
|
Monetary
value of
vested
award
£000 |
|
|
|
| Sir Christopher Bland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSP
2003a |
|
314,785 |
|
|
|
14,633 |
|
|
|
|
|
329,418 |
|
2007 |
g |
182p |
|
|
|
|
|
|
|
B
Verwaayen |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ISP
2004 |
|
265,475 |
|
|
|
12,341 |
|
|
|
125,017 |
|
152,799 |
|
31/03/2007 |
|
193.42p |
|
|
|
|
|
ISP
2005 |
|
322,767 |
|
|
|
15,005 |
|
|
|
|
|
337,772 |
|
31/03/2008 |
|
227.75p |
|
|
|
|
|
ISP
2006b |
|
|
|
302,271 |
|
14,052 |
|
|
|
|
|
316,323 |
|
31/03/2009 |
|
231.58p |
|
|
|
|
|
|
|
F
Barraultf |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSP
2004a |
|
|
|
|
|
|
|
|
|
|
|
358,655 |
|
21/05/2007 |
|
181.00p |
|
|
|
|
|
ISP
2005 |
|
|
|
|
|
|
|
|
|
|
|
185,894 |
|
31/03/2008 |
|
227.75p |
|
|
|
|
|
ISP
2006b |
|
|
|
|
|
|
|
|
|
|
|
194,914 |
|
31/03/2009 |
|
231.58p |
|
|
|
|
|
RSP
2007a |
|
|
|
|
|
|
|
|
|
|
|
160,865 |
|
30/06/2009 |
|
300.25p |
|
|
|
|
|
|
|
A
Green |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ISP
2004 |
|
161,180 |
|
|
|
7,492 |
|
|
|
75,902 |
|
92,770 |
|
31/03/2007 |
|
193.42p |
|
|
|
|
|
ISP
2005 |
|
230,546 |
|
|
|
10,717 |
|
|
|
|
|
241,263 |
|
31/03/2008 |
|
227.75p |
|
|
|
|
|
ISP
2006b |
|
|
|
215,908 |
|
10,037 |
|
|
|
|
|
225,945 |
|
31/03/2009 |
|
231.58p |
|
|
|
|
|
RSP
2006a,c |
|
|
|
323,862 |
|
15,056 |
|
|
|
|
|
338,918 |
|
30/06/2009 |
|
231.58p |
|
|
|
|
|
|
|
H
Lalani |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ISP
2004 |
|
75,845 |
|
|
|
3,525 |
|
|
|
35,716 |
|
43,654 |
|
31/03/2007 |
|
193.42p |
|
|
|
|
|
ISP
2005 |
|
184,438 |
|
|
|
8,573 |
|
|
|
|
|
193,011 |
|
31/03/2008 |
|
227.75p |
|
|
|
|
|
ISP
2006b |
|
|
|
172,726 |
|
8,029 |
|
|
|
|
|
180,755 |
|
31/03/2009 |
|
231.58p |
|
|
|
|
|
|
|
I
Livingston |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ISP
2004 |
|
170,661 |
|
|
|
7,933 |
|
|
|
80,367 |
|
98,227 |
|
31/03/2007 |
|
193.42p |
|
|
|
|
|
ISP
2005 |
|
242,074 |
|
|
|
11,253 |
|
|
|
|
|
253,327 |
|
31/03/2008 |
|
227.75p |
|
|
|
|
|
RSP
2005a,e |
|
536,803 |
|
|
|
20,532 |
|
276,456 |
|
|
|
280,879 |
|
09/11/2007 |
|
213.25p |
|
279.5p |
|
£772 |
|
ISP
2006b |
|
|
|
226,703 |
|
10,539 |
|
|
|
|
|
237,242 |
|
31/03/2009 |
|
231.58p |
|
|
|
|
|
|
|
P
Reynolds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ISP
2004 |
|
151,700 |
|
|
|
7,052 |
|
|
|
71,438 |
|
87,314 |
|
31/03/2007 |
|
193.42p |
|
|
|
|
|
ISP
2005 |
|
184,438 |
|
|
|
8,573 |
|
|
|
|
|
193,011 |
|
31/03/2008 |
|
227.75p |
|
|
|
|
|
ISP
2006b |
|
|
|
194,317 |
|
9,033 |
|
|
|
|
|
203,350 |
|
31/03/2009 |
|
231.58p |
|
|
|
|
|
|
|
| a |
Vesting of RSP awards is not subject to a performance target being met. |
| b |
Awards under the ISP were granted on 30 June 2006. The number of shares subject to awards was calculated using the average middle market price of a BT share for the three days prior to the grant. The awards will vest, subject to meeting a performance target, on 31 March 2009. The performance measure is relative TSR compared with a group of companies from the European Telecom Sector as at 1 April 2006. BTs TSR must be in the upper quartile for all of the awards to vest. At median, 25% of the shares will vest. Below that point, none of the shares will vest. |
| c |
The RSP award was granted to Andy Green on 30 June 2006. The award will vest, subject to continued employment, on 30 June 2009. |
| d |
Awards granted under the ISP in 2004 were subject to a performance target. The performance measure was relative TSR compared with a group of 20 companies from the European Telecom Sector as at 1 April 2004. BTs TSR had to be in the upper quartile for all of the awards to vest. At median, 25% of the shares would vest. At 31 March 2007, BTs TSR was at 8th position against the comparator group. As a result, 45% of the awards lapsed on that date and 55% of the awards will be transferred to participants in May 2007. |
| e |
Ian Livingston was granted an award under the RSP on 31 May 2005. 50% of the award vested on 10 November 2006 and 50% will vest on 9 November 2007. |
| f |
François Barrault was appointed as a director on 24 April 2007. |
| g |
The RSP award granted to Sir Christopher Bland on 1 September 2003 will vest, subject to continued employment, at the conclusion of the 2007 AGM. |
Vesting of outstanding share awards and options
Details of options granted under the GSOP in the financial years 2002/03 and 2003/04 which would vest based on BT Groups TSR compared with the other companies in the FTSE 100 for the relevant performance period up to 31 March 2007, details of options granted under the GSOP in the financial year 2004/
05 and awards of shares under the ISP in the financial years 2004/05, 2005/06 and 2006/07 which would vest based on BT Groups TSR against the comparator group of European Telecom companies for the relevant performance periods up to 31 March 2007 are as follows:
| |
|
|
|
|
31
March 2007 |
|
31
March 2006 |
|
| |
|
|
|
|
|
|
|
|
| |
|
|
Expected
vesting date |
|
|
TSR
position |
|
|
Percentage
of shares vesting |
|
|
TSR
position |
|
|
Percentage
of shares vesting |
|
|
|
GSOP
2002 |
|
|
29/07/2005 |
|
|
62 |
|
|
0% |
|
|
73 |
|
|
0% |
|
GSOP
2003 |
|
|
24/06/2006 |
|
|
60 |
|
|
0% |
|
|
85 |
|
|
0% |
|
GSOP
2004 |
|
|
24/06/2007 |
|
|
8 |
|
|
58% |
|
|
9 |
|
|
44% |
|
ISP
2004 |
|
|
23/05/2007 |
|
|
8 |
|
|
55% |
|
|
9 |
|
|
40% |
|
ISP
2005 |
|
|
31/03/2008 |
|
|
7 |
|
|
70% |
|
|
8 |
|
|
55% |
|
ISP
2006 |
|
|
31/03/2009 |
|
|
3 |
|
|
100% |
|
|
|
|
|
|
|
|
|
Deferred Bonus Plan awards at 31 March 2007, or date of appointment if later
The following deferred bonuses have been awarded to the directors under the DBP. These shares will normally be transferred to participants at the end of the three-year deferred period if those participants are still employed by BT Group.
| |
|
1 April 2006 |
|
Awardeda |
|
Vestedb |
|
Dividends
re-invested |
|
Lapsed |
|
Total number
of award
shares
31 March
2007 |
|
Expected
vesting date |
|
Price at
grant |
|
Market price
at vesting |
|
Monetary
value of
vested award
£000 |
|
|
|
| B Verwaayen |
|
487,679 |
|
|
|
487,679 |
|
|
|
|
|
|
|
|
|
199.5p |
|
237.62p |
|
£1,159 |
|
| |
|
244,290 |
|
|
|
|
|
11,356 |
|
|
|
255,646 |
|
01/08/07 |
|
193.42p |
|
|
|
|
|
| |
|
103,398 |
|
|
|
|
|
4,806 |
|
|
|
108,204 |
|
01/08/08 |
|
227.75p |
|
|
|
|
|
| |
|
|
|
568,269 |
|
|
|
26,418 |
|
|
|
594,687 |
|
01/08/09 |
|
231.58p |
|
|
|
|
|
|
|
| F
Barraultc |
|
|
|
|
|
|
|
|
|
|
|
59,013 |
|
01/08/07 |
|
193.42p |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
55,767 |
|
01/08/08 |
|
227.75p |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
91,491 |
|
01/08/09 |
|
231.58p |
|
|
|
|
|
|
|
| A
Green |
|
88,001 |
|
|
|
88,001 |
|
|
|
|
|
|
|
|
|
199.5p |
|
237.62p |
|
£209 |
|
| |
|
95,654 |
|
|
|
|
|
4,446 |
|
|
|
100,100 |
|
01/08/07 |
|
193.42p |
|
|
|
|
|
| |
|
46,974 |
|
|
|
|
|
2,183 |
|
|
|
49,157 |
|
01/08/08 |
|
227.75p |
|
|
|
|
|
| |
|
|
|
129,544 |
|
|
|
6,021 |
|
|
|
135,565 |
|
01/08/09 |
|
231.58p |
|
|
|
|
|
|
|
| H
Lalani |
|
27,718 |
|
|
|
27,718 |
|
|
|
|
|
|
|
|
|
199.5p |
|
237.62p |
|
£66 |
|
| |
|
28,709 |
|
|
|
|
|
1,334 |
|
|
|
30,043 |
|
01/08/07 |
|
193.42p |
|
|
|
|
|
| |
|
31,459 |
|
|
|
|
|
1,462 |
|
|
|
32,921 |
|
01/08/08 |
|
227.75p |
|
|
|
|
|
| |
|
|
|
103,635 |
|
|
|
4,817 |
|
|
|
108,452 |
|
01/08/09 |
|
231.58p |
|
|
|
|
|
|
|
| I
Livingston |
|
96,918 |
|
|
|
96,918 |
|
|
|
|
|
|
|
01/08/06 |
|
199.5p |
|
237.62p |
|
£230 |
|
| |
|
92,378 |
|
|
|
|
|
4,294 |
|
|
|
96,672 |
|
01/08/07 |
|
193.42p |
|
|
|
|
|
| |
|
45,617 |
|
|
|
|
|
2,119 |
|
|
|
47,736 |
|
01/08/08 |
|
227.75p |
|
|
|
|
|
| |
|
|
|
136,002 |
|
|
|
6,323 |
|
|
|
142,325 |
|
01/08/09 |
|
231.58p |
|
|
|
|
|
|
|
| P
Reynolds |
|
82,822 |
|
|
|
82,822 |
|
|
|
|
|
|
|
|
|
199.5p |
|
237.62p |
|
£197 |
|
| |
|
83,995 |
|
|
|
|
|
3,904 |
|
|
|
87,899 |
|
01/08/07 |
|
193.42p |
|
|
|
|
|
| |
|
49,119 |
|
|
|
|
|
2,283 |
|
|
|
51,402 |
|
01/08/08 |
|
227.75p |
|
|
|
|
|
| |
|
|
|
116,590 |
|
|
|
5,419 |
|
|
|
122,009 |
|
01/08/09 |
|
231.58p |
|
|
|
|
|
|
|
| a |
Awards granted on 30 June 2006 in respect of the financial year 2005/06. The number of shares subject to awards was calculated using the average middle market price of a BT share for the three days prior to the grant. |
| b |
Awards granted on 24 June 2003 vested on 1 August 2006. |
| c |
François Barrault was appointed as a director on 24 April 2007. |
| |
Details of deferred bonus awards in respect of the financial year 2006/07 are given in the table above. Awards in respect of the deferred bonuses will be granted in June 2007. The number of shares subject to the awards will be calculated using the average middle market price of a BT share for the three days prior to the grant. |
Share awards under
the Employee Share Investment Plan at 31 March 2007, or date of appointment if later
| |
|
|
1 April 2006 |
|
|
Awarded |
|
|
Vested |
|
|
Total number
of
award shares
31 March 2007 |
|
|
Expected
vesting date |
|
|
|
|
| Sir Christopher
Bland |
|
|
|
|
|
|
|
|
|
|
ESIP
2003 |
|
|
186 |
|
|
|
|
|
|
|
|
186 |
|
|
05/08/2008 |
|
ESIP
2004 |
|
|
116 |
|
|
|
|
|
|
|
|
116 |
|
|
04/08/2009 |
|
ESIP
2005 |
|
|
56 |
|
|
|
|
|
|
|
|
56 |
|
|
27/06/2010 |
|
ESIP
2006 |
|
|
|
|
|
107 |
a |
|
|
|
|
107 |
|
|
26/06/2011 |
|
|
|
| |
|
|
358 |
|
|
107 |
|
|
|
|
|
465 |
|
|
|
|
|
|
F
Barraultb |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ESIP
2006 |
|
|
|
|
|
|
|
|
|
|
|
107 |
|
|
26/06/2011 |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
107 |
|
|
|
|
|
|
A
Green |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ESIP
2002 |
|
|
130 |
|
|
|
|
|
|
|
|
130 |
|
|
14/08/2007 |
|
ESIP
2003 |
|
|
186 |
|
|
|
|
|
|
|
|
186 |
|
|
05/08/2008 |
|
ESIP
2004 |
|
|
116 |
|
|
|
|
|
|
|
|
116 |
|
|
04/08/2009 |
|
ESIP
2005 |
|
|
56 |
|
|
|
|
|
|
|
|
56 |
|
|
27/06/2010 |
|
ESIP
2006 |
|
|
|
|
|
107 |
a |
|
|
|
|
107 |
|
|
26/06/2011 |
|
|
|
| |
|
|
488 |
|
|
107 |
|
|
|
|
|
595 |
|
|
|
|
|
|
H
Lalani |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ESIP
2002 |
|
|
130 |
|
|
|
|
|
|
|
|
130 |
|
|
14/08/2007 |
|
ESIP
2003 |
|
|
186 |
|
|
|
|
|
|
|
|
186 |
|
|
05/08/2008 |
|
ESIP
2004 |
|
|
116 |
|
|
|
|
|
|
|
|
116 |
|
|
04/08/2009 |
|
ESIP
2005 |
|
|
56 |
|
|
|
|
|
|
|
|
56 |
|
|
27/06/2010 |
|
ESIP
2006 |
|
|
|
|
|
107 |
a |
|
|
|
|
107 |
|
|
26/06/2011 |
|
|
|
| |
|
|
488 |
|
|
107 |
|
|
|
|
|
595 |
|
|
|
|
|
|
I
Livingston |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ESIP
2004 |
|
|
116 |
|
|
|
|
|
|
|
|
116 |
|
|
04/08/2009 |
|
ESIP
2005 |
|
|
56 |
|
|
|
|
|
|
|
|
56 |
|
|
27/06/2010 |
|
ESIP
2006 |
|
|
|
|
|
107 |
a |
|
|
|
|
107 |
|
|
26/06/2011 |
|
|
|
| |
|
|
172 |
|
|
107 |
|
|
|
|
|
279 |
|
|
|
|
|
|
P
Reynolds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ESIP
2002 |
|
|
130 |
|
|
|
|
|
|
|
|
130 |
|
|
14/08/2007 |
|
ESIP
2003 |
|
|
186 |
|
|
|
|
|
|
|
|
186 |
|
|
05/08/2008 |
|
ESIP
2004 |
|
|
116 |
|
|
|
|
|
|
|
|
116 |
|
|
04/08/2009 |
|
ESIP
2005 |
|
|
56 |
|
|
|
|
|
|
|
|
56 |
|
|
27/06/2010 |
|
ESIP
2006 |
|
|
|
|
|
107 |
a |
|
|
|
|
107 |
|
|
26/06/2011 |
|
|
|
| |
|
|
488 |
|
|
107 |
|
|
|
|
|
595 |
|
|
|
|
|
|
| a |
Awards granted on 26 June 2006. At that time, the market price of a BT share was 229.75p. |
| b |
François Barrault was appointed as a director on 24 April 2007. |
By order of the Board
Maarten van den Bergh
Deputy Chairman and Chairman of Remuneration Committee
16 May 2007
|