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 Verwaayen’s annual salary was increased from £750,000 to £800,000, Ian Livingston’s salary was increased from £525,000 to £560,000 and Hanif Lalani’s annual salary was increased from £460,000 to £520,000, all on 1 June 2007. Andy Green’s 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 year’s review of annual salaries, Ben Verwaayen’s salary will remain at £800,000, Hanif Lalani’s salary will be increased from £520,000 to £585,000, Ian Livingston’s salary will be increased from £560,000 to £850,000 upon his appointment as Chief Executive and François Barrault’s 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 widow’s 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 company’s 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 widow’s 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 widow’s 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. BT’s 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, BT’s 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, BT’s 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. BT’s 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, BT’s 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 Lalani’s 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 Bland’s 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. BT’s 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. BT’s 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 company’s 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. BT’s 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. BT’s 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, BT’s 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. BT’s 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, BT’s 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 Green’s 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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