National Grid 2008 Annual Report Download - page 621

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 58165
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-15.1, Doc: 16, Page: 96
Description: EXHIBIT 15.1
0/13292.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/292/13*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 58165
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-15.1, Doc: 16, Page: 96 Description: EXHIBIT 15.1
0/13292.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/292/13*
Table of Contents
104
Directors’ Remuneration Re
p
ort continued
National Grid plc
and recommendations in the UK Listing Authority’s Listing
Rules, the Combined Code on Corporate Governance, as
revised in 2006; and other requirements of legislation,
regulation and good governance.
The Remuneration Committee operates a policy of miti
g
ation
of losses in the event of an Executive Director’s employment
being terminated by the Company. If this occurs, the
departing Executive Director would normally be expected to
mitigate any losses incurred as a result of the termination.
External appointments and retention of fees
With the approval of the Board in each case, Executive
Directors may normally accept an external appointment as a
non-executive director of another company and retain any
fees received for this appointment. The table below details
the Executive Directors who served as non-executive
directors in other companies during the year ended 31
March 2008.
Non-executive Directors’ remuneration
Non-executive Directors’ fees are determined by the
Executive Directors subject to the limits applied by National
Grid’s articles of association. Non-executive Directors’
remuneration comprises an annual fee (£45,000) and a fee
for each Board meeting attended (£1,500) with a higher fee
for meetings held outside the Non-executive Director’s
country of residence (£4,000). An additional fee of £12,500 is
payable for chairmanship of a Board Committee and for
holding the position of Senior Independent Director. The
Audit Committee chairman receives a chairmanship fee of
£15,000 to recognise the additional responsibilities
commensurate with this role. The Chairman is covered by
the Company’s personal accident and private medical
insurance schemes and the Company provides him with life
assurance cover, a car (with driver when appropriate) and
fuel expenses. Non-executive Directors do not participate in
either the annual bonus plan or in any long-term incentive
plan, nor do they receive any pension benefits from the
Company.
Date of contract Notice period
Executive Directors
Steve Hollida
y
1 A
p
ril 2006 12 months
Bob Catell (i) 26 October 2007 12 months
Steve Lucas 13 June 2002 12 months
Nick Winser 28 A
p
ril 2003 12 months
Mark Fairbairn 23 Januar
y
2007 12 months
Tom King (ii) 11 Jul
y
2007 12 months
Edward Astle
(
iii
)
27 Jul
y
2007 12 months
(i) Bob Catell was appointed to the Board on 25 September 2007. His fixed-term contract
ends on 24 August 2009 therefore termination after August 2008 will result in a reducing
notice period.
(ii) Tom King was appointed to the Board on 13 August 2007.
(iii)Edward Astle left the Board on 30 April 2008.
Company Retained fees (£)
Executive Directors
Steve Hollida
y
Marks and S
p
encer Grou
p
p
lc 67,000
Bob Catell (i) Keyera Energy Management Ltd (a),
Soverei
g
n Bancorp Inc Advisor
y
39,800
Steve Lucas
Board (b) and JP Mor
g
an Chase Inc
Metropolitan Advisor
y
Board (c)
Com
p
ass Grou
p
PLC 75,000
(i) Bob Catell’s paid external appointments were those taken up prior to joining the Board
on 25 September 2007. The retained fees are the amounts for the period 25
September 2007 to 31 March 2008 and comprise the following: (a) £18,900, (b) £19,400
and (c) £1,500. The exchange rate used for (a) is Canadian$2.06:£1 and US$2.01:£1 for
(b) and (c).
Non-executive Directors’ letters of appointment
The Chairman’s letter of appointment provides for a period of
six months’ notice by either party to give the Company
reasonable security with regard to his service. The terms of
engagement of Non-executive Directors other than the
Chairman are also set out in letters of appointment. For all
Non-executive Directors, their initial appointment and any
subsequent reappointment is subject to election by
shareholders. The letters of appointment do not contain
provision for termination payments.
Performance graph
The graph below represents the comparative TSR
performance of the Company from 31 March 2003 to 31
March 2008.
This graph represents the Company’s performance against
the performance of the FTSE 100 index, which is considered
suitable for this purpose as it is a broad equity market index
of which National Grid is a constituent. This graph has been
produced in accordance with the requirements of
Schedule 7A to the Companies Act 1985.
In drawing this graph it has been assumed that all dividends
have been reinvested. The TSR level shown at 31 March
each year is the average of the closing daily TSR levels for
the 30 day period up to and including that date.
Date of letter End of period
of appointment (i) of appointment
Non-executive Directors
Sir John Parker 12 Januar
y
2004 2009 AGM
Ken Harve
y
4 November 2004 2009 AGM
Linda Adamany 20 October 2006 2010 AGM
John Allan 27 A
p
ril 2005 2008 AGM
Ste
p
hen Pettit 22 November 2004 2009 AGM
Maria Richter 25 June 2007 2010 AGM
George Rose 5 June 2003 2009 AGM
Paul Joskow
(
ii
)
3 November 2005 N/A
(i) Date of original appointment or most recent Non-executive role.
(ii)Paul Joskow left the Board on 31 July 2007.