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Annual Report and Accounts 2008
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Directors’ Remuneration

John Morgan Non Executive Director

This is the Board's report to shareholders on directors' remuneration and covers both executive directors and non-executive directors. It has been prepared by the Remuneration Committee and has been approved by the Board. This report is subject to the approval of shareholders at the Annual General Meeting "AGM".

Contents

Letter from the Chairman of the Remuneration Committee

Part 1 Executive directors' remuneration

  1. Remuneration policy
  2. Summary of remuneration of executive directors in 2008
  3. Basic salary and benefits
  4. Annual bonus
  5. Long term incentives
  6. Pensions
  7. Service contracts

Part 2 Non-executive directors' remuneration

  1. Remuneration policy
  2. Annual fee structure
  3. Remuneration of non-executive directors in 2008

Part 3 Additional statutory and other disclosures

  1. The Remuneration Committee
  2. TSR performance graph
  3. Long term incentives
    1. Long Term Incentive Scheme "LTIS"
    2. Long Term Incentive Plan "LTIP"
    3. Long Term Retention Plan "LTRP"
    4. Executive share option schemes
  4. Share options table
  5. Directors' interests

Unless otherwise noted, the disclosures in the Directors' remuneration report are unaudited.

Letter from the Chairman of the Remuneration Committee


Dear Shareholder

The Remuneration Committee "the Committee" keeps under regular review the elements of the Wood Group senior management remuneration package. Its aim is to achieve a level and a mix which represents a fair and competitive reward with an appropriate balance between incentive and retention and an ability to attract high quality people. The intention of the overall remuneration package is that it should deliver pay at around industry median levels for "on target" performance, with the potential for top quartile remuneration for exceptional performance.

The remuneration structure is base salary plus performance related payment elements based on both annual and longer term sets of objectives. The base salary is set at a competitive level with comparable skill sets and responsibilities in other companies. The annual bonus for executive directors is based on delivery of both corporate and personal objectives. A new rolling three year Long Term Incentive Plan "LTIP" was approved by shareholders in 2007. The first cycle under this LTIP runs from 2008 to 2010. A new three year cycle commences each year.

The Committee will be particularly conscious of changing market and competitive circumstances in considering all aspects of remuneration over the coming period. The executive directors have themselves proposed that their base salary should be unchanged in 2009 and the Committee has accepted this. The Committee will keep under careful review the operation of the LTIP for the 2008-10 and 2009-11 cycles, with the objective of maintaining appropriate incentive and maximising alignment with shareholders' interests..

Additionally, the Committee keeps under review the remuneration policy for around 50 managers below executive director level. The objectives of the policy here are broadly the same as for executive directors, but with targets set to reflect individual manager's sphere of control.

John Morgan – signature

John Morgan
Chairman, Remuneration Committee

Directors' remuneration report

Part 1 Executive directors' remuneration

1a) Remuneration policy

The aim of the Committee is to establish an overall remuneration structure which will

  • attract, retain and motivate key executives
  • reflect the size and complexity of the Group's business
  • consider executives' individual responsibilities and geographical location
  • consider executive remuneration within the broader setting of pay conditions elsewhere within Wood Group

The Committee aims to reflect best practice wherever possible and, in setting remuneration policy, gives full consideration to the relevant provisions of the Combined Code and the Directors' Remuneration Report Regulations 2002.

When considering remuneration policy, the Committee reviews the level of rewards that are offered by other companies, including companies within comparable sectors and geography as well as companies of comparable size and complexity in other sectors. Given that the Group operates in specialised and international markets, regard is also given to remuneration of peers within the same industry sector, which are often based in the US. As directly comparable and precise data for these comparator groups is often difficult to obtain, the Committee takes advice from the Chairman and the Chief Executive.

As noted above, one of the Committee's key objectives is to align the remuneration of executive directors with the long term strategy of the Group and with maximising shareholder value. In order to do this remuneration packages comprise fixed elements and variable, performance related, elements. The typical total remuneration package for each executive director therefore comprises a basic salary and benefits, an annual cash bonus, a deferred bonus and participation in the Group's long term incentive schemes. The main elements of each are summarised in the table below:

PurposePerformance periodMethodology in
determining award
Basic salary Attraction and retention Not applicable Individual responsibilities and geographical location
Benefits and pension Attraction and retention Not applicable Established market practice in relevant geographical areas
Annual bonus To provide incentives to deliver performance targets and encourage retention One year, a portion of which is deferred
for two years
Achievement of financial and personal performance targets
Long term incentive schemes To provide incentive to achieve long term value for shareholders and encourage retention Three years, a portion of which is deferred for a further two years Achievement of long term financial performance against predetermined targets

1b) Summary of remuneration of executive directors in 2008 (audited)

Summary of remuneration of UK executive directors in 2008

Basic salary
(6)
Annual bonus
(1)
Benefits
(2), (3), (5)
Total
Cash bonus
Deferred bonus

£'000
2008
£'000
2007
£'000
2008
£'000
2007
£'000
2008
£'000
2007
£'000
2008
£'000
2007
£'000
2008
£’000
2007
Sir Ian Wood 250 295 110 133 110 133 14 13 484 574
A G Langlands 480 420 210 188 210 188 14 13 914 809
M H Papworth 305 290 127 133 127 133 32 35 591 591
M Straughen (4) 305 193 132 101 132 101 43 27 612 422
L J Thomas 305 290 134 129 134 129 32 30 605 578

Summary of remuneration of US executive directors in 2008

Basic salary
(6)
Annual bonus
(1)
Benefits
(2), (3), (5)
Total
Cash bonus
Deferred bonus

$'000
2008
$'000
2007
$'000
2008
$'000
2007
$'000
2008
$'000
2007
$'000
2008
$'000
2007
$'000
2008
$'000
2007
A G Semple 575 522 258 241 258 241 28 28 1,119 1,032
J B Renfroe(7) 422 - 209 - 209 - 23 - 863 -

(1) The bonus figures in the table above relate to amounts earned in respect of the year ended 31 December. The cash bonuses will be paid by 31 March in the following year. The deferred bonuses will be paid after a two year deferral period and are subject to forfeiture under certain circumstances.

(2) Benefits vary between directors but typically include a cash allowance in lieu of a company car, private health and dental coverage.

(3) Benefits paid to MH Papworth and LJ Thomas include cash payments in lieu of pension benefits above the scheme specific cap.

(4) M Straughen joined the Board on 1 May 2007.

(5) Benefits paid to M Straughen include a cash payment in lieu of pension benefits.

(6) The only element of remuneration that is pensionable is salary.

(7) J B Renfroe joined the Board on 26 February 2008.

1c) Basic salary and benefits

Salary levels are reviewed and approved annually by the Committee which has decided to accept the proposal from the executive directors that their 2009 salaries should remain unchanged at the 2008 levels.

The level of benefits typically provided includes a cash allowance in lieu of a company car, private health and dental coverage and some directors receive cash payments in lieu of pension benefits above the UK scheme specific cap. M Straughen has elected to receive a cash payment in lieu of pension payments.

1d) Annual bonus

Annual bonuses are based on a combination of:

  1. financial performance (70%) - the Group's financial performance is measured against annual budgets, comprising both an EBITA and a capital efficiency measure; and
  2. personal objectives (30%) - performance is measured annually against agreed personal objectives aimed at achievement of the Group's business goals, HSE targets, strategy, people development and other CSR objectives.

The annual bonus is split into a cash component and a deferred component. The Committee has set the maximum cash bonus potential for executive directors for 2008 and 2009 at 50% of basic salary, and it will be paid by 31 March in the following year.

A deferred bonus equal to the cash bonus is payable when EBITA growth over inflation is 5% or greater. A deferred bonus of 50% of the cash bonus is payable where EBITA growth over inflation is less than 5%. All deferred bonuses are deferred for two years and are subject to forfeiture in certain circumstances.

Bonus payments are not part of pensionable earnings.

During 2008, achievement of aggregate financial measures was 11% above budget and overall individual bonus payments including the deferred element ranged from 83% to 91% of base salary.

1e) Long term incentives (audited)

Long term incentive schemes play an important role in the retention and motivation of executive directors and senior executives, consistent with our goal of achieving shareholder value. In this respect the Group has put in place the following long term incentive schemes:

Long Term Incentive Scheme "LTIS". Introduced in May 2005 for executive directors and around 35 senior executives, the LTIS provided incentives for performance over a three year period to 31 December 2007. Details of the LTIS are provided in note 3c)(i).

The LTIS awards made to the executive directors during the 1 January 2005 to 31 December 2007 performance cycle are shown in the table below:

Shares awarded
March 2006(1)
Shares awarded
March 2007 (2)
Shares awarded
March 2008 (3)
A G Langlands 97,598 139,845 392,694
A G Semple 92,701 132,830 281,913
M H Papworth 27,901 105,432 359,818
L J Thomas 97,598 139,845 296,804

(1) Vested and exercised in March 2008

(2) Vest in March 2009

(3) Vest in March 2010

Long Term Incentive Plan "LTIP". Introduced in April 2007 for executive directors and around 35 senior executives, this is a replacement for the LTIS above and is designed to provide incentives for three year rolling performance cycles commencing 1 January 2008. Details of the LTIP are provided in note 3c)(ii).

Long Term Retention Plan "LTRP". Introduced in 2003, the LTRP was designed to align rewards to financial performance and results in the awarding of Wood Group par value options to participants. Since the introduction of the LTIS this scheme has primarily been aimed at a group of around 350 employees in the layer below those participating in the LTIS. Details of the LTRP are provided in note 3c)(iii) and details of the awards made are disclosed in 3d).

Executive Share Option Schemes. Established in 2002, the executive share option schemes provide for the grant of options to executive directors and senior executives. No awards have been made to executive directors since 2005. Full details of the executive share option schemes are provided in note 3c)(iv) and details of the awards made are disclosed in 3d).

Sir Ian Wood does not participate in any of the long term incentive schemes.

1f) Pensions (audited)

Pension benefits to UK based executive directors

The benefits and terms for the UK based executive directors who are active members of the John Wood Group PLC Retirement Benefit Scheme "JWG RBS", which is a defined benefit pension scheme, are shown in the following table. With effect from 6 April 2007 future benefits within the JWG RBS were provided on a Career Average Revalued Earnings "CARE" basis.

Retirement ageEmployee contributionsLife assuranceAccrual rateDeath in service benefits
A G Langlands 60 Non Contributory 4 x basic salary 1/40th Two-thirds
M H Papworth 65 7.5% of pensionable salary,
subject to pension cap
4 x basic salary 1/60th One-half
L J Thomas 65 7.5% of pensionable salary,
subject to pension cap
4 x basic salary 1/60th One-half

A scheme specific pensionable earnings cap of £118,800 was set in April 2008 escalating at Retail Price Index "RPI" plus 1.25% per annum. Pension increases are set at the rate of increase in RPI capped at 5% per annum for service from 6 April 1997 to 30 June 2005, and the rate of increase in RPI, capped at 2.5% per annum for service from 1 July 2005.

Death in service benefits entitle the surviving spouse or dependants to a pension based on a percentage of that which would have been received at normal retirement date based on final pensionable salary at the date of death.

Benefits provided to A G Langlands in excess of the scheme specific pension cap are provided by way of an unfunded, unapproved arrangement. Final pensionable salary is capped from 6 April 2008 at £425,000 per annum increasing at RPI plus 1.25%.

M H Papworth and L J Thomas receive a cash contribution in lieu of pension benefits above the scheme specific cap equal to 10% of the difference between base salary and the level of pension cap.

M Straughen receives a cash payment of 10% of base salary in lieu of pension provision.

Sir Ian Wood ceased to be an active member of the Scheme during 2007.

The directors below had the following accrued entitlements under the JWG RBS at 31 December 2008. For A G Langlands the figures include entitlements under unfunded, unapproved schemes



Age at 31 December 2008
Accumulated total accrued annual pension at 31 December 2007
£’000
Increase in accrued annual pension (including inflation)
£’000
Increase in accrued pension (excluding inflation)
£’000
Accumulated total accrued annual pension at 31 December 2008
£’000
A G Langlands 50 127 59 55 186
M H Papworth 43 5 2 2 7
L J Thomas 51 7 2 2 9




Transfer value of increase in pension entitlement (excluding inflation)
£’000
Transfer value of accrued benefit at 31 December 07
£’000
Increase in transfer value of
pension entitlement less member contributions
£’000
Member contributions
£’000
Transfer value of accrued benefit at 31 December 08
£’000
A G Langlands 1,160 2,418 1,667 - 4,085
M H Papworth 21 53 17 9 79
L J Thomas 27 88 28 9 125

Pension benefits to US based executive directors



Age at 31
December 2008
Accumulated total accrued annual pension at 31 December 2007
$'000
Increase in accrued annual pension (including inflation)
$'000
Increase in accrued pension (excluding inflation)
$'000
Accumulated total accrued annual pension at 31 December 2008 $'000
A G Semple 49 102 14 11 116




Transfer value of increase in pension entitlement (excluding inflation)
$'000
Transfer value of accrued benefit at 31 December 07
$'000
Increase in transfer value
of pension entitlement less member contributions
$'000
Member contributions
$'000
Transfer value of accrued benefit at 31 December 08
$'000
A G Semple 229 2,041 266 40 2,347

US based executive directors are entitled to participate in the Wood Group 401k plan which is a defined contribution scheme. In addition they are entitled to participate in a Non-Qualified Deferred Compensation Plan which provides a company contribution based upon the level of employee deferrals.

A G Semple is provided with a pension arrangement of a defined benefit nature, providing an equivalent level of benefits to that provided in the JWG RBS. If he dies in pensionable service, his surviving spouse or dependants are entitled to a pension of half of the pension that would have been received at normal retirement date based on the final pensionable salary at the date of death. Final pensionable salary is capped from 6 April 2008 at $536,562 per annum, increasing at RPI plus 1.25%.

J B Renfroe's benefits are provided in defined contribution form. During the year the Group's contribution on his behalf to a 401k plan amounted to $11,500 (2007: nil)

A G Semple and J B Renfroe are provided with life assurance cover of approximately four times basic salary.

1g) Service contracts

Contract dateNotice Period
Sir Ian Wood 1 May 2002 12 months
A G Langlands 1 May 2002 12 months
A G Semple 1 May 2002 12 months
M H Papworth 16 January 2006 12 months
J B Renfroe 28 January 2008 6 months
M Straughen 23 April 2007 6 months
L J Thomas 19 May 2004 12 months

It is the Committee's view that these contractual notice periods continue to be appropriate and in line with current best practice. None of the service contracts provide for pre-determined amounts of compensation in the event of early termination. On termination of service contracts by the Group, in certain circumstances executive directors are entitled to the payment of their salary and benefits in kind provided that they will be subject to a general duty to mitigate their loss. Equity awards on termination are treated in accordance with the plan rules. Within contractual constraints, the Committee will endeavour to ensure that executive directors do not receive such payments if they believe that their performance has had a detrimental effect on shareholder value.

Executive directors are not permitted to accept external directorships or other significant appointments without the Chief Executive's prior consent and, in the case of the Chief Executive, the Chairman's consent.

Part 2 Non-executive directors' remuneration

2a) Remuneration policy

Non-executive directors are paid directors' fees, which reflect the commitment expected of them, and are reimbursed all necessary and reasonable expenses in the performance of their duties. Additional fees are paid in respect of attendance at each Remuneration Committee, Audit Committee and for one paid meeting of the Nominations Committee per annum. Non-executive directors do not participate in the Group's annual bonus, share option, LTRP, LTIS, LTIP or pension plans. The non-executive directors have each entered into letters of engagement addressing remuneration, services to be provided, conflicts of interest and confidentiality. Subject to the requirement for retirement by rotation under the Articles of Association, the letters of engagement do not have fixed terms and are terminable with 90 days written notice.

2b) Annual fee structure

Annual directors' fee £40,000
Committee attendance fee per meeting £1,000

With effect from 1st January 2008, non-executive directors can elect to be paid in either pounds sterling or in US dollars at the applicable exchange rate at the time of payment. There are no changes to the structure or level of non-executive directors' fees for 2009.

2c) Remuneration of non-executive directors in 2008 (audited)



Annual directors fee
£'000
Committee attendance
£'000
2008 Total
£'000
2007 Total(2)
£'000
Dr C Masters 40 4 44 36
I D Marchant 40 3 43 36
J C Morgan 40 6 46 38
D Woodward (1) 40 4 44 22
R Monti 40 1 41 28
D J Ogren 40 3 43 28
N H Smith 40 3 43 28

(1) Appointed 23 May 2007

(2) In 2007, certain directors were paid an agreed fee in US dollars. These have been converted for comparative purposes at an exchange rate of US$1.99/£1.00.

Part 3 Additional statutory and other disclosures

3a) The Remuneration Committee

The Committee advises the Board on executive remuneration and sets the remuneration packages of each of the executive directors. The Committee has a written charter and is comprised solely of independent non-executive directors. During the year, the members were JC Morgan (Chairman), R Monti, DJ Ogren and NH Smith. The Committee charter is publicly available on the Group's website.

At the invitation of the Chairman of the Committee, Sir Ian Wood and AG Langlands attended meetings in 2008, except when their own remuneration was being discussed, to provide advice on setting remuneration for other executive directors. In addition, the Group's Head of Human Resources provided advice to the Committee.

3b) TSR performance graph

As the Company is listed in the UK FTSE 250 index, by way of providing a reasonable Total Shareholder Return "TSR" comparison, the graph below compares the Total Shareholder Return on a holding of shares in John Wood Group PLC with the Total Shareholder Return on a holding of shares in the companies in the UK FTSE 250 index for the last five financial years.

TSR Performance chart

3c) Long Term incentives

All shares and options issued under the following long term incentives operate, in aggregate, within the Association of British Insurers "ABI" dilution limits in terms of the issue of new shares.

(i) Long Term Incentive Scheme "LTIS"

The Committee introduced the LTIS for executive directors (excluding the Chairman) and around 35 key senior executives in 2005. Participation in the LTIS was limited to executive directors and those other key senior executives who, in the opinion of the Committee, were able to materially influence the achievement of the Group's long term business goals. The LTIS and the proposed parameters of its operation were approved by shareholders at the 2005 AGM.

Performance was measured in relation to a performance cycle of three financial years commencing on 1 January 2005 and ending on 31 December 2007. Interim share awards were made after the end of the first and second financial years and a final award was made in March 2008.

Share awards were in the form of restricted shares and are deferred for two years after the award date. They are subject to forfeiture if participants cease to be employed in the Group (except in certain specified circumstances) within the deferral period. During that time participants may not exercise any voting rights and cannot sell or transfer any restricted shares awarded to them. However, participants receive dividends paid to ordinary shareholders after the award date.

(ii) Long Term Incentive Plan "LTIP"

The John Wood Group PLC Long Term Incentive Plan 2008 “the LTIP scheme” was approved by the shareholders at the 2007 AGM and is based on three year rolling performance cycles, with the first cycle beginning on 1 January 2008 “2008 cycle”. The second cycle commenced on 1 January 2009 “2009 cycle”, and it is anticipated that a new performance cycle will begin on each succeeding 1 January until 2012.

Participation in the LTIP scheme is limited to executive directors and those other key senior executives who, in the opinion of the Committee, are able to materially influence the achievement of the Group's long term business goals. Initially, the Group executive directors and around 35 key senior executives were invited to participate.

It is intended that awards will be a combination of shares and restricted shares. The inclusion of a provision that 20% of any award earned over the performance cycle must be deferred for a further two years, in forfeitable restricted shares, is intended to provide encouragement for key executive talent to remain with the Group in the long term. The 2008 cycle for executive directors is based at a maximum of 125% of base salary, and the market value of a Wood Group ordinary share at the beginning of the performance cycle. From the second performance cycle the Committee has the discretion to increase the maximum level of an award, if this is deemed necessary to maintain a competitive remuneration package, up to a level of 150% of base salary.

The LTIP scheme contains separate performance measures for group executive directors and key senior executives. The performance measures have been chosen in light of their appropriateness to the strategic objectives of the Group, and targets will be set against these measures at the commencement of each performance cycle. During the course of a performance cycle, the Committee will have the discretion to adjust the achievement levels, but only so that the new levels are considered as demanding as those first set.

The measurement criteria for executive directors are as follows -

Total Shareholder Return "TSR" - 25% of performance incentive

The TSR of the Group for the 2008 and 2009 cycles is compared to a peer group comprising of Aker Kvaerner, AMEC, Baker Hughes, Cameron International, Fluor, FMC, Foster Wheeler, Halliburton, Jacobs Engineering, KBR, National Oilwell Varco, Petrofac, Saipem, SBM Offshore, Schlumberger, Sulzer, Technip, Weatherford International, The Weir Group and Worley Parsons. The Committee has the discretion to choose and amend the peer group and during 2008 two companies previously included were removed from the peer group following their delisting. In the 2008 and 2009 cycles no awards will be made for less than the 'threshold' performance, or 50th percentile. On reaching the 'threshold', one third of the TSR related element will become payable and on reaching the 'maximum' performance, or 75th percentile, 100% of the TSR element will become payable. For achievement level between 'threshold' and 'maximum' performance the allocation will be on a straight line basis.

Adjusted Diluted Earnings per Share "AEPS" - 75% of performance incentive

Directors will be measured on the absolute increase in AEPS year on year, taking into account inflation. The targets for the 2008-2010 cycles were set at RPI plus 5% at the ‘threshold’, when one third of the AEPS element will become payable, and RPI plus 15% at the ‘maximum’, when 100% of the AEPS element will become payable. For achievement levels between ‘threshold’ and ‘maximum’ performance the allocation will be on a straight line basis. The global economic recession and very significant movement in the oil price are clearly exceptional circumstances and the Committee may consider it appropriate to relook at the targets during 2009, subject always to the reward levels being reduced and any revised targets being as demanding in the changed circumstances as the targets originally set.

In view of the high current level of uncertainty in the market, the Committee has decided to delay setting the performance targets for the 2009-2011 cycle until later in 2009.

No awards will be made under the scheme unless the Committee is satisfied that the underlying competitive performance of the company justifies this.

The performance measures for other key executives are based on specific measures for the areas of business for which they are responsible.

(iii) Long Term Retention Plan "LTRP"

The John Wood Group PLC (No 1) 2003 Long Term Retention Plan, the John Wood Group PLC (No 2) 2003 Long Term Retention Plan "the LTRP schemes" and the proposed parameters of their operation were approved by shareholders at the 2003 AGM. There are currently over 750 participants, including executive directors, across the Group.

An LTRP award of 100,000 options was made to M H Papworth in 2008 as part of a pre-employment contractual commitment. An LTRP award of 50,000 options was made to M Straughen in 2008 as he was ineligible to participate in the LTIS scheme. Details of options issued under the LTRP are included in the table at 3d) below.

The basis of the LTRP schemes is that an overall bonus pool is calculated annually based on growth in the Group's AEPS in the prior year. Under the market conditions pertaining up to the end of 2008, there is no bonus pool if the prior year AEPS growth was under the threshold of RPI plus 3%, with the maximum bonus pool paid, at an equivalent value to 5% of EBTA (earnings before tax, amortisation and non-recurring items) if the AEPS meets or exceeds RPI plus 10% in the prior year. The Committee are currently considering reviewing this for the 2009 year, in light of the changed market circumstances.In setting limits the Committee is of the view that they should be challenging but achievable.

To increase the retention value and to align with shareholder interests the annual awards from this notional bonus pool will be made wholly in shares under the LTRP Schemes, which vest four years after award and will lapse under certain circumstances.

The level of share awards from the notional bonus pool to an individual will be calculated based on the market value of the shares at the time of grant. The method of granting these share awards will be by way of par value options, which will be exercisable between the fourth and fifth anniversary of grant. In the absence of exceptional circumstances, the LTRP Scheme rules set one times annual salary as a maximum individual award from the notional bonus pool, although it is the Committee's intention that individual awards would not normally be more than 50% of annual salary.

(iv) Executive share option schemes

The Group adopted the John Wood Group PLC (No 1) 2002 Executive Share Option Scheme and the John Wood Group PLC (No 2) 2002 Executive Share Option Scheme (the "Share Option Schemes") after approval by the shareholders on the listing of the Group in June 2002.

Options granted under the Share Option Schemes are exercisable between four and ten years from the grant date and options granted to executive directors are subject to the achievement of performance criteria.

The current performance criteria for executive directors in the Share Option Schemes is that annualised earnings per share growth over the measurement period must be an average of 3% per annum greater than the percentage increase, if any, in the RPI, over that period. The measurement period is a period of four consecutive financial years, starting from the financial year commencing immediately before the date of grant.

The operation of the Share Option Schemes is subject to ongoing review by the Committee with regard to eligibility, level of allocation and frequency of issue, taking into account the practice of comparable companies. There are currently around 550 participants across the Group.

No grants have been made to executive directors under the Share Option Schemes since May 2005.

3d) Share options table (audited)




Date of grant


Earliest exercise date

Expiry date


Exercise price
(per share)
Market value at date of exercise
(per share)
Number as at 1st January 2008
Granted in 2008

Exercised in 2008

Number as at 31st December 2008
A G Langlands                
LTRP 02/07/2003 02/07/2007 02/07/2008 3 1/3p 455p 45,008 45,008
Executive 30/09/2003 30/09/2007 30/09/2013 158p 100,000 100,000
Executive 02/04/2004 02/04/2008 02/04/2014 128 1/2p 200,000 200,000
          345,008 - 45,008 300,000
A G Semple                
Executive 02/04/2004 02/04/2008 02/04/2014 128 1/2p 175,000 175,000
          175,000 - - 175,000
L J Thomas                
Executive 02/04/2004 02/04/2008 02/04/2014 128 1/2p 100,000 100,000
LTRP 01/11/2004 01/11/2008 01/11/2009 3 1/3p 240p 50,000 50,000
LTRP 18/04/2005 18/04/2009 18/04/2010 3 1/3p 50,000 50,000
Executive 19/05/2005 19/05/2009 19/05/2015 145p 100,000 100,000
          300,000 - 50,000 250,000
M H Papworth                
LTRP 18/04/2005 18/04/2009 18/04/2010 3 1/3p 50,000 50,000
LTRP 12/04/2006 12/04/2010 12/04/2011 3 1/3p 50,000 50,000
LTRP 30/03/2007 30/03/2011 30/03/2012 3 1/3p 100,000 100,000
LTRP 25/03/2008 25/03/2012 25/03/2013 3 1/3p 100,000 100,000
          200,000 100,000 - 300,000
M Straughen                
LTRP 25/03/2008 25/03/2012 25/03/2013 3 1/3p 50,000 50,000
          - 50,000 - 50,000

The market price of the Company's shares at 31 December 2008 was 188.25p and the range of closing market prices from 1 January to 31 December 2008 was 155.7p to 494.5p. The market price of the LTRP share awards granted on 25 March 2008 was 383p.

3e) Directors’ interests

Details of the directors who held office during the year and up to the date of this report are set out on within the Board of Directors section

Details of directors' interests in the ordinary shares of the Company at 31 December 2008 were:

Beneficial interest1 January 200831 December 2008
Sir Ian Wood 28,439,387 31,154,768
A G Langlands (1) 1,687,443 2,282,539
A G Semple (1) 925,531 1,164,743
M H Papworth (1) 137,473 478,096
J B Renfroe 10,000
M Straughen 3,055 23,055
L J Thomas (1), (2) 337,443 586,649
Dr C Masters 30,000 30,000
R Monti 30,000 30,000
J C Morgan 30,000 41,050
D J Ogren 55,000 80,000
I D Marchant 10,000 10,000
D Woodward 27,000
N H Smith
Non-beneficial Interest    
Sir Ian Wood 59,941,473 59,941,743

At the date of this report the interests of the directors in the shares of the Company remain as stated above.

Directors' interests in options over ordinary shares at 31 December 2008 are set out in section 3(d) of this report.

None of the directors has a material interest in any contract, other than a service contract, with the Company or any of its subsidiary undertakings, other than disclosed in note 34 to the financial statements. There is no requirement for directors to hold an interest in the company.

(1) Including conditional LTIS awards granted during 2008 as set out in section 1(e) of this report.

(2) includes 100,000 shares transferred by Sir Ian Wood from his beneficial holding to the Trustees of Sir Ian Wood's 2005 Trust for L J Thomas, who had the right to one-third of these shares on 9 June 2006 and 9 June 2007, and had the right to the last third on 9 June 2008.


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