Remuneration review
This
part of the Report on directors remuneration
is subject to audit.
Directors emoluments
Directors emoluments
for the financial year 2007/08 were as follows:
| |
|
|
Pension allowance net of pension contributionsa |
|
Total salary and fees |
|
Annual cash bonus |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Other benefits excluding pension |
|
|
|
|
|
|
|
|
|
| |
Basic salary and fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
Expenses allowance |
|
|
Total 2008 |
|
Total 2007 |
|
Deferred
Bonus Planb |
|
| |
|
|
|
|
|
|
|
|
2008 |
|
2007 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
£000 |
|
£000 |
|
£000 |
|
£000 |
|
£000 |
|
£000 |
|
£000 |
|
£000 |
|
£000 |
|
£000 |
|
| Sir Michael Rakec,d |
308 |
|
|
|
308 |
|
|
|
|
|
20 |
|
328 |
|
|
|
|
|
|
|
| B Verwaayend |
792 |
|
204 |
|
996 |
|
767 |
|
|
|
53 |
|
1,816 |
|
1,860 |
|
1,534 |
|
1,366 |
|
| F Barraultd,e |
491 |
|
148 |
|
639 |
|
416 |
|
|
|
208 |
|
1,263 |
|
|
|
312 |
|
|
|
| H Lalanid,g |
510 |
|
153 |
|
663 |
|
375 |
|
|
|
38 |
|
1,076 |
|
1,068 |
|
281 |
|
333 |
|
| I Livingstond,f |
554 |
|
|
|
554 |
|
404 |
|
19 |
|
41 |
|
1,018 |
|
1,165 |
|
404 |
|
380 |
|
| M van den Bergh |
128 |
|
|
|
128 |
|
|
|
|
|
|
|
128 |
|
93 |
|
|
|
|
|
| M Alahuhta |
51 |
|
|
|
51 |
|
|
|
|
|
|
|
51 |
|
45 |
|
|
|
|
|
| C Brendish |
56 |
|
|
|
56 |
|
|
|
|
|
|
|
56 |
|
50 |
|
|
|
|
|
| P Hewitth |
1 |
|
|
|
1 |
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
| P Hodkinson |
69 |
|
|
|
69 |
|
|
|
|
|
|
|
69 |
|
55 |
|
|
|
|
|
| D Latheni |
55 |
|
|
|
55 |
|
|
|
|
|
|
|
55 |
|
8 |
|
|
|
|
|
| C G Symon |
128 |
|
|
|
128 |
|
|
|
|
|
|
|
128 |
|
115 |
|
|
|
|
|
| Sir Christopher Blandd,j |
250 |
|
|
|
250 |
|
|
|
|
|
20 |
|
270 |
|
551 |
|
|
|
|
|
| A Greend,k |
387 |
|
|
|
387 |
|
234 |
|
|
|
25 |
|
646 |
|
1,019 |
|
|
|
362 |
|
| P Reynoldsd,f,l |
239 |
|
64 |
|
303 |
|
150 |
|
9 |
|
224 |
|
686 |
|
1,056 |
|
|
|
326 |
|
| Baroness Jaym |
42 |
|
|
|
42 |
|
|
|
|
|
|
|
42 |
|
50 |
|
|
|
|
|
| J F Nelsonn |
44 |
|
|
|
44 |
|
|
|
|
|
|
|
44 |
|
55 |
|
|
|
|
|
| Sir Anthony Greenero |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
4,105 |
|
569 |
|
4,674 |
|
2,346 |
|
28 |
|
629 |
|
7,677 |
|
7,247 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a
|
Pension
allowance paid in cash for the financial year 2007/08 see Pensions
below. |
b
|
Deferred
annual bonuses payable in shares in three years time, subject to continued
employment. |
c
|
Sir
Michael Rake was appointed as Chairman and a director on 26 September 2007. |
| d |
Other
benefits include 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. |
e
|
François
Barrault was appointed as a director on 24 April 2007 and his salary and
fees are in respect of the period from that date until 31 March 2008. He
received additional expatriate benefits which included a housing allowance,
school fees, international tax preparation and equalisation, social club
and representation allowance. |
f
|
Expenses
allowance in the above table includes a monthly cash allowance in lieu of
a company car or equivalent to £19,000 per annum received by Ian Livingston
and Paul Reynolds. |
g
|
Hanif
Lalani received an additional cash payment of £150,000 on 30 June 2006
in respect of a special retention arrangement established, before he was
appointed as a director, on 1 July 2004 when he
was Chief Financial Officer, BT Wholesale. |
h
|
Patricia
Hewitt was appointed as a director on 24 March 2008. |
i
|
Deborah
Lathen was appointed as a director on 1 February 2007. |
j
|
Sir
Christopher Bland retired as a director on 30 September 2007. |
k
|
Andy
Green resigned as a director on 12 November 2007 and left the company on
31 December 2007. |
l
|
Paul
Reynolds resigned as a director on 14 September 2007. |
m
|
Baroness
Jay retired as a director on 13 January 2008, but continues as a member
of the Board Committee for Responsible and Sustainable Business for which
she receives an annual fee of £6,500. |
n
|
John
Nelson retired as a director on 13 January 2008. |
o
|
Sir
Anthony Greener retired as a director on 30 September 2006. |
During the financial year 2007/08, Ben Verwaayens annual salary was increased from £750,000 to £800,000, Ian Livingstons salary was increased from £525,000 to
£560,000 and Hanif Lalanis annual salary was increased from £460,000 to £520,000, all on 1 June 2007. Andy Greens salary was increased from £500,000 to £520,000 and Paul Reynolds salary was increased from
£450,000 to £475,000 from the same date.
Following
this years review of annual
salaries, Ben Verwaayens salary will remain at £800,000, Hanif Lalanis salary will be increased from £520,000 to £585,000, Ian Livingstons salary will be increased from
£560,000 to £850,000 upon his appointment as Chief Executive and François Barraults
management fee will be increased from €750,000 (approximately £528,170)
to €850,000
(approximately £654,000). All increases will be effective from 1 June 2008.
Annual cash
bonus awards in respect of the financial year 2007/08, which are not pensionable,
to executive directors ranged from 72.1% to 95.89% of current
salary (2006/07 96.5% to 117.85%).
Former directors
Sir
Peter Bonfield received, under pre-existing arrangements, a pension of £375,736 payable in the financial year 2007/08 (2006/07 £359,900).
Paul Reynolds
resigned as a director on 14 September 2007. In accordance with the terms of
his contract, he was eligible to receive a bonus of £150,000, for
his contribution in 2007/08, and a payment of £180,460 in lieu of benefits. His awards under the Deferred Bonus Plan vested on 17 September 2007; his incentive share awards vested on the same date based on the TSR performance to 14 September
2007, with the exception of the award which was granted in 2007 which, in addition to being subject to TSR performance, was pro-rated for the period from 1 April 2007 to 31 August 2007. Paul Reynolds options
which were granted under the GSOP in 2003 and 2004 were preserved so that they
would be exercisable for 12 months from the date of termination. The 2003 option
lapsed on 31 March 2008.
Andy Green resigned
as a director on 12 November 2007 and left the company on 31 December 2007. In
accordance with the terms of his contract, he was eligible to receive part of
his annual bonus for 2007/08 of £234,000 for his contribution during the
year. His outstanding awards under the Deferred Bonus Plan vested at the end
of December 2007. All his other share awards and options lapsed on his date of
termination.
Details
of the share awards and options which were held by Paul Reynolds and
Andy Green are set out in the tables on pages 73
and 75-77.
Baroness
Jay retired as a non-executive director on 13
January 2008 but continues as a member of the Board Committee for Responsible
and Sustainable Business, for which she receives an annual fee of £6,500.
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. The loan was repaid when he left the company on 14 September
2007. 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
Michael Rake is not a member of any of the company pension schemes and the company
made no payments towards retirement provision. BT provides him with a lump sum
death in service benefit
of £1 million.
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 £33,840 into his personal pension plan, plus a cash payment of £203,660
representing the balance of the pension allowance for the financial year 2007/08.
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 £166,250 into his personal pension plan, representing the
total pension allowance for the financial year 2007/08. BT also provides him
with a lump sum death in service benefit of four times his
salary.
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 £153,000
was therefore made for the financial year 2007/08.
François Barrault is not a member of any of the companys
pension schemes but the company has agreed to pay an amount equal to 30% of his
salary
towards pension provision. A cash payment of €209,613
(£148,000) was therefore made in the financial year 2007/08.
BT also provides him with a lump sum death in service benefit of four times his
management fee.
Sir Christopher Bland resigned as a director on 30 September 2007. Sir Christopher Bland was not a member of any of the company pension schemes, and the company
did not pay any amount towards retirement provision for the financial year 2007/08.
Andy Green resigned
as a director on 12 November 2007. He was a member of the BT Pension Scheme.
From 31 December 1997 until he left employment, the company had 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 have
been payable on his death. Andy Green left employment on 31 December 2007, on
which date all future pensionable service accrual in the BT Pension Scheme ceased.
Paul Reynolds
resigned as a director on 14 September 2007. He was a member of the BT Pension
Scheme but opted out of future pensionable service accrual. A
two-thirds widows pension would have been payable on his death. The company agreed to pay an amount equal to 30% of his salary towards pension provision. A cash payment of £63,667
was therefore made for the financial year
2007/08.
The
table at the top of page 73 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.
|
|
| Increases
in pension
benefits at 31 March 2008 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer value of increase in accrued benefits in e less directors contributions |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Change in transfer value c-d less directors contributions |
|
|
Additional accrued benefits earned in the year |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Transfer value of accrued benefits |
|
|
|
|
|
|
|
| |
|
|
|
Accrued pension |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
|
2008 |
|
| |
£000 |
a |
|
£000 |
b |
|
£000 |
c |
|
£000 |
d |
|
£000 |
|
|
£000 |
e |
|
£000 |
f |
| H Lalanig |
143 |
|
|
126 |
|
|
1,775 |
|
|
1,394 |
|
|
381 |
|
|
12 |
|
|
145 |
|
| A Greeng,h |
179 |
|
|
167 |
|
|
3,407 |
|
|
2,879 |
|
|
505 |
|
|
5 |
|
|
80 |
|
| P Reynoldsg,h |
147 |
|
|
140 |
|
|
2,410 |
|
|
2,160 |
|
|
250 |
|
|
2 |
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| a-d |
As required
by the Companies Act 1985 Schedule 7A. |
a-b
|
The values
for Hanif Lalani represent the deferred pension to which he would have been
entitled had he left the company on 31 March 2008 and 2007, respectively.
The amounts for Andy Green and Paul
Reynolds represent the actual deferred pension entitlement at 31 March 2008
and the amount of deferred pension they would have been entitled to at 31
March 2007 had they left the company on those dates, respectively. |
c
|
Transfer
value of the deferred pension in column (a) as at 31 March 2008 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 2008 on the assumption that
the director left service at that date or the actual leaving service date,
as appropriate. |
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 2007/08 were as follows: Andy Green,
£23,200 (2007: £30,000); Hanif Lalani £nil (2007: £nil)
and Paul Reynolds £nil (2007: £nil). |
h
|
Paul Reynolds
resigned as a director on 14 September 2007 and Andy Green left the company
on 31 December 2007. |
| |
| Share
options held
at 31 March 2008, on date of appointment, if later |
| |
|
|
|
|
|
|
|
|
|
|
| |
No. of shares under option |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Market price on date of exercise |
|
Usual date from which exercisable |
|
|
|
| |
|
|
|
|
|
|
|
|
31 March 2008 |
|
Option price per share |
|
|
|
Usual expiry date |
|
| |
1 April 2007 |
|
Granted |
|
Lapsed |
|
Exercised |
|
|
|
|
|
|
| B Verwaayen |
1,052,632 |
a |
|
|
1,052,632 |
|
|
|
|
|
199.5 |
p |
|
|
24/06/2006 |
|
24/06/2013 |
|
| |
317,188 |
b |
|
|
|
|
317,188 |
|
|
|
192 |
p |
315.24 |
p |
24/06/2007 |
|
24/06/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1,369,820 |
|
|
|
1,052,632 |
|
317,188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| F Barrault |
362,500 |
c |
|
|
|
|
|
|
362,500 |
|
180 |
p |
|
|
21/05/2007 |
|
21/05/2014 |
|
| |
|
|
3,606 |
d |
|
|
|
|
3,606 |
|
262 |
p |
|
|
14/08/2010 |
|
13/02/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
362,500 |
|
3,606 |
|
|
|
|
|
366,106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| H Lalani |
210,527 |
a |
|
|
210,527 |
|
|
|
|
|
199.5 |
p |
|
|
24/06/2006 |
|
24/06/2013 |
|
| |
90,625 |
b |
|
|
|
|
|
|
90,625 |
|
192 |
p |
|
|
24/06/2007 |
|
24/06/2014 |
|
| |
8,994 |
e |
|
|
|
|
|
|
8,994 |
|
179 |
p |
|
|
14/08/2011 |
|
13/02/2012 |
|
| |
105,264 |
f |
|
|
|
|
|
|
105,264 |
|
199.5 |
p |
|
|
24/06/2004 |
|
24/06/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
415,410 |
|
|
|
210,527 |
|
|
|
204,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| I Livingston |
676,692 |
a |
|
|
676,692 |
|
|
|
|
|
199.5 |
p |
|
|
24/06/2006 |
|
24/06/2013 |
|
| |
203,907 |
b |
|
|
|
|
203,907 |
|
|
|
192 |
p |
310.35 |
p |
24/06/2007 |
|
24/06/2014 |
|
| |
7,290 |
g |
|
|
|
|
7,290 |
|
|
|
227 |
p |
310.5 |
p |
14/08/2007 |
|
13/02/2008 |
|
| |
|
|
6,250 |
h |
|
|
|
|
6,250 |
|
262 |
p |
|
|
14/08/2012 |
|
13/02/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
887,889 |
|
6,250 |
|
676,692 |
|
211,197 |
|
6,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Former directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sir Christopher Bland |
314,244 |
i |
|
|
|
|
|
|
314,244 |
|
318 |
p |
|
|
01/05/2004 |
|
30/09/2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
314,244 |
|
|
|
|
|
|
|
314,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| P Reynolds |
601,504 |
a |
|
|
601,504 |
|
|
|
|
|
199.5 |
p |
|
|
24/06/2006 |
|
24/06/2013 |
|
| |
181,250 |
b |
|
|
|
|
|
|
181,250 |
m |
192 |
p |
|
|
24/06/2007 |
|
24/06/2014 |
|
| |
4,555 |
j |
|
|
|
|
4,555 |
|
|
|
218 |
p |
316.5 |
p |
14/02/2007 |
|
13/08/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
787,309 |
|
|
|
601,504 |
|
4,555 |
|
181,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| A Green |
639,098 |
a |
|
|
639,098 |
k |
|
|
|
|
199.5 |
p |
|
|
24/06/2006 |
|
24/06/2013 |
|
| |
192,579 |
b |
|
|
|
|
192,579 |
|
|
|
192 |
p |
279.2 |
p |
24/06/2007 |
|
24/06/2014 |
|
| |
5,712 |
l |
|
|
|
|
5,712 |
|
|
|
165 |
p |
310.5 |
p |
14/08/2007 |
|
13/02/2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
837,389 |
|
|
|
639,098 |
|
198,291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
4,974,561 |
|
9,856 |
|
3,180,453 |
|
731,231 |
|
1,072,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
All of the above options were granted
for nil consideration. |
a
|
Options granted under
the GSOP on 24 June 2003. The exercise of options was subject to a performance
measure being met. The performance measure was relative TSR compared with
the FTSE 100 as at 1 April 2003. BTs TSR had to 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 could be exercised. The three-year performance period ended on 31 March
2006. At that time, BTs TSR was at 85th position against the FTSE
100. The TSR was re-tested against a fixed base on 31 March 2008. On that
date, BTs TSR was at 53rd position against the FTSE 100. As a result,
all of the options have lapsed. |
b
|
Options
granted under the GSOP on 24 June 2004. The exercise of options was subject
to a performance measure being met. 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 the options to become exercisable. At median
30% of the options would be exercisable. Below that point no part of the
options could 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 became exercisable
on 24 June 2007. |
c
|
Option granted
to François Barrault under the GSOP on 21 May 2004. The exercise
of the option was subject to the same performance measure as options granted
on 24 June 2004 see b above. 58% of the option
became exercisable on 21 May 2007 and 42% of the option lapsed on that date. |
d
|
Option granted
on 26 June 2007 under the International Employee Sharesave Scheme, an all-employee
share plan for employees outside the UK. |
e
|
Option granted
on 23 June 2006 under the Employee Sharesave Scheme, in which all employees
of the company are eligible to participate. |
f
|
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. |
g
|
Option granted
on 25 June 2002 under the Employee Sharesave Scheme, in which all employees
of the company are eligible to participate. |
h
|
Option
granted on 26 June 2007 under the Employee Sharesave Scheme, in which all
employees of the company are eligible to participate. |
i
|
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. The
option was preserved for 12 months from 30 September 2007, the date on which
he left the company. |
j
|
Option granted
on 21 December 2001 under the Employee Sharesave Scheme, in which all employees
of the company are eligible to participate. |
k
|
The option
granted under the GSOP lapsed on 31 December 2007 when Andy Green left the
company. |
l
|
Option granted
on 25 June 2004 under the Employee Sharesave Scheme, in which all employees
of the company are eligible to participate. |
m
|
Option granted
to Paul Reynolds under the GSOP in 2004 was preserved for 12 months from
14 September 2007, when he resigned as a director. |
The aggregate value of gains realised on the exercise of share options in 2007/08 was £819,000 (2006/07: £114,000).
Unrealised gains on share options
The market price of BT shares at
31 March 2008 was 217.25p (2007: 303.75p) and the range during the financial
year 2007/08 was 205.5p -336.75p (2006/07: 209.25p -321.75p).
Unrealised gains on the options shown on page 73, as at 31 March 2008, based on the market price of BT shares at that date were as shown below:
| |
|
|
2008 |
|
|
|
2007 |
| |
|
|
Unrealised gains |
|
|
|
Unrealised gains |
| |
|
|
|
|
|
|
|
| |
Number of shares |
|
£000 |
|
Number of shares |
|
£000 |
| F Barrault |
362,500 |
|
135 |
|
|
|
|
| H Lalani |
105,264 |
|
19 |
|
105,264 |
|
110 |
| |
90,625 |
|
23 |
|
|
|
|
| P Reynoldsa |
181,250 |
|
46 |
|
|
|
|
| |
|
|
|
|
4,555 |
|
4 |
|
|
|
|
|
|
|
|
a
|
Paul
Reynolds resigned as a director on 14 September 2007. |
| |
|
|
|
|
|
|
|
|
|
|
| Vesting of outstanding share awards and options |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
31 March 2008 |
|
|
|
31 March 2007 |
|
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
Percentage of |
|
|
|
Percentage of |
|
| |
Vesting date |
|
TSR position |
|
shares vesting |
|
TSR position |
|
shares vesting |
|
| GSOP 2003a |
31/03/2008 |
|
53 |
|
0% |
|
60 |
|
0% |
|
| ISP 2005b |
31/03/2008 |
|
10 |
|
25% |
|
7 |
|
70% |
|
| ISP 2006c |
31/03/2009 |
|
8 |
|
43.75% |
|
3 |
|
100% |
|
| ISP 2007c |
31/03/2010 |
|
12 |
|
0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a
|
The performance period
for the GSOP 2003 ended on 31 March 2008. BTs TSR position was at
53rd position against the FTSE 100. As a result, all of the options have
lapsed. |
b
|
The performance period
for the ISP 2005 ended on 31 March 2008. BTs TSR position was at 10th
position against the European Telecom Sector. As a result, 75% of shares
awarded lapsed on that date and 25% of the shares will be transferred to
participants in May 2008. |
c
|
The performance periods
for the ISP 2006 and ISP 2007 end on 31 March 2009 and 31 March 2010 respectively. |
Share awards under long-term incentive plans held at 31 March 2008, 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:
| |
|
|
|
|
|
|
|
|
|
|
Total number of award shares 31 March 2008 |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monetary value of vested award £000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1 April 2007 |
|
|
|
Dividends re-invested |
|
|
|
|
|
|
|
|
Price
on grant |
|
Market price at vesting |
|
|
| |
|
Awardeda |
|
|
Vested |
|
Lapsed |
|
|
Vesting date |
|
|
|
|
| B Verwaayen |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ISP 2004 |
152,799 |
|
|
|
|
|
152,799 |
b |
|
|
|
|
21/05/2007 |
|
193.42p |
|
310.56p |
|
£475 |
|
| ISP 2005c |
337,772 |
|
|
|
18,870 |
|
|
|
267,482 |
|
89,161 |
|
31/03/2008 |
|
227.75p |
|
|
|
|
|
| ISP 2006d |
316,323 |
|
|
|
17,672 |
|
|
|
|
|
333,995 |
|
30/06/2008 |
|
231.58p |
|
|
|
|
|
| ISP 2007d |
|
|
497,404 |
|
27,789 |
|
|
|
|
|
525,193 |
|
30/06/2008 |
|
321.67p |
|
|
|
|
|
|
|
| F Barrault |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| RSP 2004e |
358,655 |
|
|
|
|
|
358,655 |
f |
|
|
|
|
21/05/2007 |
|
181.00p |
|
310.56p |
|
£1,062 |
|
| ISP 2005c |
185,894 |
|
|
|
10,384 |
|
|
|
147,209 |
|
49,070 |
|
31/03/2008 |
|
227.75p |
|
|
|
|
|
| ISP 2006 |
194,914 |
|
|
|
10,889 |
|
|
|
|
|
205,803 |
|
31/03/2009 |
|
231.58p |
|
|
|
|
|
| RSP 2007e |
160,865 |
|
|
|
8,986 |
|
|
|
|
|
169,851 |
|
30/06/2009 |
|
300.25p |
|
|
|
|
|
| ISP 2007 |
|
|
237,916 |
|
13,292 |
|
|
|
|
|
251,208 |
|
31/03/2010 |
|
317.67p |
|
|
|
|
|
|
|
| H Lalani |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ISP 2004 |
43,654 |
|
|
|
|
|
43,654 |
b |
|
|
|
|
21/05/2007 |
|
193.42p |
|
310.56p |
|
£136 |
|
| ISP 2005c |
193,011 |
|
|
|
10,782 |
|
|
|
152,845 |
|
50,948 |
|
31/03/2008 |
|
227.75p |
|
|
|
|
|
| ISP 2006 |
180,755 |
|
|
|
10,098 |
|
|
|
|
|
190,853 |
|
31/03/2009 |
|
231.58p |
|
|
|
|
|
| ISP 2007 |
|
|
214,505 |
|
11,984 |
|
|
|
|
|
226,489 |
|
31/03/2010 |
|
321.67p |
|
|
|
|
|
|
|
| I Livingston |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ISP 2004 |
98,227 |
|
|
|
|
|
98,227 |
b |
|
|
|
|
21/05/2007 |
|
193.42p |
|
310.56p |
|
£305 |
|
| ISP 2005c |
253,327 |
|
|
|
14,152 |
|
|
|
200,609 |
|
66,870 |
|
31/03/2008 |
|
227.75p |
|
|
|
|
|
| RSP 2005e |
280,879 |
|
|
|
8,867 |
|
289,746 |
g |
|
|
|
|
09/11/2007 |
|
213.25p |
|
296.12p |
|
£858 |
|
| ISP 2006 |
237,242 |
|
|
|
13,253 |
|
|
|
|
|
250,495 |
|
31/03/2009 |
|
231.58p |
|
|
|
|
|
| ISP 2007 |
|
|
326,421 |
|
18,236 |
|
|
|
|
|
344,657 |
|
31/03/2010 |
|
321.67p |
|
|
|
|
|
|
|
| Former directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sir Christopher Bland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| RSP 2003 |
329,418 |
|
|
|
|
|
329,418 |
h |
|
|
|
|
01/08/2007 |
|
182p |
|
310p |
|
£1,021 |
|
|
|
| A Greeni |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ISP 2004 |
92,770 |
|
|
|
|
|
92,770 |
b |
|
|
|
|
21/05/2007 |
|
193.42p |
|
310.56p |
|
£288 |
|
| ISP 2005 |
241,263 |
|
|
|
7,616 |
|
|
|
248,879 |
|
|
|
|
|
227.75p |
|
|
|
|
|
| ISP 2006 |
225,945 |
|
|
|
7,133 |
|
|
|
233,078 |
|
|
|
|
|
231.58p |
|
|
|
|
|
| RSP 2006 |
338,918 |
|
|
|
10,699 |
|
|
|
349,617 |
|
|
|
|
|
231.58p |
|
|
|
|
|
| ISP 2007 |
|
|
310,877 |
|
9,814 |
|
|
|
320,691 |
|
|
|
|
|
321.67p |
|
|
|
|
|
| RSP 2007 |
|
|
166,319 |
|
5,250 |
|
|
|
171,569 |
|
|
|
|
|
321.67p |
|
|
|
|
|
| RSP 2007 |
|
|
67,548 |
|
2,132 |
|
|
|
69,680 |
|
|
|
|
|
321.67p |
|
|
|
|
|
|
|
| P Reynoldsj |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ISP 2004 |
87,314 |
|
|
|
|
|
87,314 |
b |
|
|
|
|
21/05/2007 |
|
193.42p |
|
310.56p |
|
£271 |
|
| ISP 2005 |
193,011 |
|
|
|
|
|
164,059 |
|
28,952 |
|
|
|
17/09/2007 |
|
227.75p |
|
313.5p |
|
£514 |
|
| ISP 2006 |
203,350 |
|
|
|
|
|
203,350 |
|
|
|
|
|
17/09/2007 |
|
231.58p |
|
313.5p |
|
£637 |
|
| ISP 2007 |
|
|
139,894 |
|
|
|
19,585 |
|
120,309 |
|
|
|
17/09/2007 |
|
321.67p |
|
313.5p |
|
£61 |
|
|
|
a
|
Awards under
the ISP were granted on 27 June 2007. 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 condition, on 31 March 2010. The performance measure is relative
TSR compared with a group of companies from the European Telecom Sector
as at 1 April 2007. BTs TSR must be in the upper quartile for all
shares to vest. At median, 25% of the shares will vest. Below that point,
no shares would vest. |
b
|
Awards
under the ISP granted 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 the shares 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 were transferred to participants on 21 May 2007. |
c
|
Awards
under the ISP were granted in June 2005. The performance measure was relative
TSR compared with a group of companies from the European Telecom Sector
as at 1 April 2005. BTs TSR had to be in the upper quartile for all
the shares to vest. At median, 25% of the shares would vest. Below that
point no shares would vest. On 31 March 2008, BTs TSR was at 10th
position and as a result, 75% of shares awarded lapsed on that date and
25% of the shares will be transferred to participants in May 2008. |
d
|
Ben Verwaayen
will leave the company on 30 June 2008 and his awards under the ISP will
vest, subject to performance, on that date. The 2007 award will be pro-rated
to reflect his service during the performance period. |
e
|
Vesting
of RSP awards is not subject to a performance target being met. |
f
|
The RSP
award granted to François Barrault in 2004 vested on 21 May 2007. |
g
|
Ian Livingston
was granted an award under the RSP on 31 May 2005. The second half of the
award vested on 9 November 2007. |
h
|
The RSP
award granted to Sir Christopher Bland on 1 September 2003 vested on 1 August
2007. |
i
|
Andy Greens
awards under the ISP and RSP lapsed on 31 December 2007, the date on which
he left the company. |
j
|
Paul Reynolds
resigned as a director on 14 September 2007. His 2005, 2006 and 2007 awards
under the ISP vested on 17 September 2007 subject to performance. In addition,
his 2007 award was pro-rated for the five months from 1 April 2007 to 31
August 2007. |
Deferred Bonus Plan awards at 31 March 2008, 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.
| |
|
|
|
|
|
|
|
|
|
|
Total number of award shares 31 March 2008 |
|
|
|
|
|
|
|
Monetary value of vested award £000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1 April 2007 |
|
|
|
Dividends re-invested |
|
|
|
|
|
|
|
|
Price at grant |
|
Market price at vesting |
|
|
| |
|
Awardeda |
|
|
Vested |
|
Lapsed |
|
|
Vesting date |
|
|
|
|
| B Verwaayenb |
255,646 |
|
|
|
|
|
255,646 |
|
|
|
|
|
30/06/2007 |
|
193.42 |
p |
309.96p |
|
£792 |
|
| |
108,204 |
|
|
|
6,045 |
|
|
|
|
|
114,249 |
|
30/06/2007 |
|
227.75 |
p |
|
|
|
|
| |
594,687 |
|
|
|
33,224 |
|
|
|
|
|
627,911 |
|
30/06/2007 |
|
231.58 |
p |
|
|
|
|
| |
|
|
424,697 |
|
23,726 |
|
|
|
|
|
448,423 |
|
30/06/2007 |
|
321.67 |
p |
|
|
|
|
|
|
| F Barrault |
59,013 |
|
|
|
|
|
59,013 |
|
|
|
|
|
01/08/2007 |
|
193.42 |
p |
309.96p |
|
£183 |
|
| |
55,767 |
|
|
|
3,115 |
|
|
|
|
|
58,882 |
|
01/08/2008 |
|
227.75 |
p |
|
|
|
|
| |
91,491 |
|
|
|
5,111 |
|
|
|
|
|
96,602 |
|
01/08/2009 |
|
231.58 |
p |
|
|
|
|
| |
|
|
64,243 |
|
3,589 |
|
|
|
|
|
67,832 |
|
01/08/2010 |
|
321.67 |
p |
|
|
|
|
|
|
| H Lalani |
30,043 |
|
|
|
|
|
30,043 |
|
|
|
|
|
01/08/2007 |
|
193.42 |
p |
309.96p |
|
£93 |
|
| |
32,921 |
|
|
|
1,838 |
|
|
|
|
|
34,759 |
|
01/08/2008 |
|
227.75 |
p |
|
|
|
|
| |
108,452 |
|
|
|
6,058 |
|
|
|
|
|
114,510 |
|
01/08/2009 |
|
231.58 |
p |
|
|
|
|
| |
|
|
103,498 |
|
5,781 |
|
|
|
|
|
109,279 |
|
01/08/2010 |
|
321.67 |
p |
|
|
|
|
|
|
| I Livingston |
96,672 |
|
|
|
|
|
96,672 |
|
|
|
|
|
01/08/2007 |
|
193.42 |
p |
309.96p |
|
£300 |
|
| |
47,736 |
|
|
|
2,666 |
|
|
|
|
|
50,402 |
|
01/08/2008 |
|
227.75 |
p |
|
|
|
|
| |
142,345 |
|
|
|
7,951 |
|
|
|
|
|
150,296 |
|
01/08/2009 |
|
231.58 |
p |
|
|
|
|
| |
|
|
118,123 |
|
6,599 |
|
|
|
|
|
124,722 |
|
01/08/2010 |
|
321.67 |
p |
|
|
|
|
|
|
| Former directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| A Green |
100,100 |
|
|
|
|
|
100,100 |
|
|
|
|
|
01/08/2007 |
|
193.42 |
p |
309.96p |
|
£310 |
|
| |
49,157 |
|
|
|
1,551 |
|
50,708 |
c |
|
|
|
|
02/01/2008 |
|
227.75 |
p |
273p |
|
£138 |
|
| |
135,565 |
|
|
|
4,279 |
|
139,844 |
c |
|
|
|
|
02/01/2008 |
|
231.58 |
p |
273p |
|
£382 |
|
| |
|
|
112,498 |
|
3,551 |
|
116,049 |
c |
|
|
|
|
02/01/2008 |
|
321.67 |
p |
273p |
|
£317 |
|
|
|
| P Reynolds |
87,899 |
|
|
|
|
|
87,899 |
|
|
|
|
|
01/08/2007 |
|
193.42 |
p |
309.96p |
|
£272 |
|
| |
51,402 |
|
|
|
|
|
51,402 |
d |
|
|
|
|
17/09/2007 |
|
227.75 |
p |
313.49p |
|
£161 |
|
| |
122,009 |
|
|
|
|
|
122,009 |
d |
|
|
|
|
17/09/2007 |
|
231.58 |
p |
313.49p |
|
£382 |
|
| |
|
|
101,248 |
|
|
|
101,248 |
d |
|
|
|
|
17/09/2007 |
|
321.67 |
p |
313.49p |
|
£317 |
|
|
|
a
|
Awards granted
in June 2007 in respect of the financial year 2006/07. 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
|
Ben Verwaayen
will leave the company on 30 June 2008. All of his awards will vest on that
date. |
c
|
Andy Green
left the company on 31 December 2007 and his awards vested on 2 January
2008. |
d
|
Paul Reynolds
resigned as a director on 14 September 2007. All his awards vested on 17
September 2007. |
Details of deferred bonus awards in
respect of the financial year 2007/08 are given in the table on page
71. Awards in respect of the deferred bonuses will be granted
in June 2008. 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 (ESIP) and Allshare International at 31 March 2008, or date of appointment, if later
| |
|
|
|
|
|
|
Total number of |
|
|
|
| |
|
|
|
|
|
|
award shares |
|
|
|
| |
1 April 2007 |
|
Awardeda |
|
Vested |
|
31 March 2008 |
|
Vesting date |
|
| F Barrault |
|
|
|
|
|
|
|
|
|
|
| Allshare International 2006 |
107 |
|
|
|
|
|
107 |
|
26/06/2009 |
|
| Allshare International 2007 |
|
|
84 |
|
|
|
84 |
|
25/06/2010 |
|
|
|
| |
107 |
|
84 |
|
|
|
191 |
|
|
|
|
|
| H Lalani |
|
|
|
|
|
|
|
|
|
|
| ESIP 2002 |
130 |
|
|
|
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 |
|
|
|
|
|
107 |
|
26/06/2011 |
|
| ESIP 2007 |
|
|
84 |
|
|
|
84 |
|
25/06/2012 |
|
|
|
| |
595 |
|
84 |
|
130 |
|
679 |
|
|
|
|
|
| I Livingston |
|
|
|
|
|
|
|
|
|
|
| ESIP 2004 |
116 |
|
|
|
|
|
116 |
|
04/08/2009 |
|
| ESIP 2005 |
56 |
|
|
|
|
|
56 |
|
27/06/2010 |
|
| ESIP 2006 |
107 |
|
|
|
|
|
107 |
|
26/06/2011 |
|
| ESIP 2007 |
|
|
84 |
|
|
|
84 |
|
25/06/2012 |
|
|
|
| |
279 |
|
84 |
|
|
|
363 |
|
|
|
|
|
| Former Directors |
|
|
|
|
|
|
|
|
|
|
| Sir Christopher Blandb |
|
|
|
|
|
|
|
|
|
|
| ESIP 2003 |
186 |
|
|
|
186 |
|
|
|
30/09/2007 |
|
| ESIP 2004 |
116 |
|
|
|
116 |
|
|
|
30/09/2007 |
|
| ESIP 2005 |
56 |
|
|
|
56 |
|
|
|
30/09/2007 |
|
| ESIP 2006 |
107 |
|
|
|
107 |
|
|
|
30/09/2007 |
|
| ESIP 2007 |
|
|
84 |
|
84 |
|
|
|
30/09/2007 |
|
|
|
| |
465 |
|
84 |
|
549 |
|
|
|
|
|
|
|
| A Greenc |
|
|
|
|
|
|
|
|
|
|
| ESIP 2002 |
130 |
|
|
|
130 |
|
|
|
14/08/2007 |
|
| ESIP 2003 |
186 |
|
|
|
186 |
|
|
|
31/12/2007 |
|
| ESIP 2004 |
116 |
|
|
|
116 |
|
|
|
31/12/2007 |
|
| ESIP 2005 |
56 |
|
|
|
56 |
|
|
|
31/12/2007 |
|
| ESIP 2006 |
107 |
|
|
|
107 |
|
|
|
31/12/2007 |
|
| ESIP 2007 |
|
|
84 |
|
84 |
|
|
|
31/12/2007 |
|
|
|
| |
595 |
|
84 |
|
679 |
|
|
|
|
|
|
|
| P Reynoldsd |
|
|
|
|
|
|
|
|
|
|
| ESIP 2002 |
130 |
|
|
|
130 |
|
|
|
14/08/2007 |
|
| ESIP 2003 |
186 |
|
|
|
186 |
|
|
|
26/09/2007 |
|
| ESIP 2004 |
116 |
|
|
|
116 |
|
|
|
26/09/2007 |
|
| ESIP 2005 |
56 |
|
|
|
56 |
|
|
|
26/09/2007 |
|
| ESIP 2006 |
107 |
|
|
|
107 |
|
|
|
26/09/2007 |
|
| ESIP 2007 |
|
|
84 |
|
84 |
|
|
|
26/09/2007 |
|
|
|
| |
595 |
|
84 |
|
679 |
|
|
|
|
|
|
|
a
|
Awards granted
on 25 June 2007. On that date, the market price of a BT share was 315.25p. |
b
|
Sir Christopher
Bland retired as a director on 30 September 2007. |
c
|
Andy Green
left the company on 31 December 2007. |
d
|
Paul Reynolds
resigned as a director on 14 September 2007. |
By order of the Board
Maarten van den
Bergh
Deputy Chairman and Chairman of Remuneration Committee
14 May 2008
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