Aviva 2013 Annual Report Download - page 104

Aviva plc
Annual report and accounts 2013
102
Directors’ remuneration report continued
Non-executive directors’ shareholdings (audited information)
Table 21: Non-executive directors’ shareholdings4
1 January 20132 31 December 20133
Glyn Barker — 11,700
Richard Karl Goeltz1 17,500 17,500
Patricia Cross — —
Michael Hawker 5,000 10,000
Gay Huey Evans — 5,000
John McFarlane 10,000 10,000
Michael Mire — 7,500
Sir Adrian Montague 5,144 21,503
Bob Stein — 7,000
Russell Walls 8,000 8,000
Scott Wheway 13,579 13,579
Notes
1 In addition to his ordinary shareholding Richard Karl Goeltz held 14,000 8.25% Capital Securities on 1 January 2013 and 8 May 2013, the day he ceased to be a director of the Company.
2 The information given in this column is as at 1 January 2013 or the date of appointment of the director (Patricia Cross: 1 December 2013, Michael Mire: 12 September 2013, Sir Adrian Montague: 14 January 2013, Bob Stein:
28 January 2013). On appointment none of these directors held any shares except Sir Adrian Montague.
3 The information given in this column is as at 31 December 2013 or the date on which a director ceased to be a director of the Company (Russell Walls: 8 May 2013 and Richard Goeltz: 8 May 2013).
4 This information includes holdings of any connected persons.
Share awards (audited information)
Table 22 below sets out the EDs’ outstanding share awards.
Table 22: LTIP, ABP, One Aviva twice the value bonus plan (OATTV), CFO Recruitment share awards plan and Conditional
share award
At 1 January
2013
Number
Awards
granted
during year1
Number
Awards
vesting
during year2
Number
Awards
lapsing
during year
Number
At 31
December
20133
Number
Market price
at date
awards
granted4
Pence
Market price
at date
awards
vested
Pence
Normal
Vesting
Date
Patrick Regan
A
viva long term incentive
p
lan5
20106,7 233,160 — 162,815 70,345 — 387.70 301.00 Mar-13
20116 311,059 — — — 311,059 435.60 — Mar-14
20126 425,223 — — — 425,223 331.50 — Mar-15
20136,7 — 541,806 — — 541,806 294.20 — Apr-16
A
viva annual bonus plan
2011 102,741 — — — 102,741 435.60 — Mar-14
2012 151,700 — — — 151,700 331.50 — Mar-15
CFO Recruitment share awards
p
lan8
2010 (RRSA)9,10 85,197 — 107,14511 — — 394.20 314.80 Feb-13
2010 (BRDSA)9 43,231 — 53,80811 — — 387.70 301.00 Mar-13
2010 (OATTV)6,7 55,051 — — 55,051 — 387.70 — Mar-13
Trevor Matthews
A
viva long
t
erm incentive
p
lan5
20116 373,27112 — — — 373,27112,13 300.80 — Mar-14
20126 482,142 — — — 482,14213 331.50 — Mar-15
A
viva annual bonus
p
lan
2012 8,928 — — — 8,928
14 331.50 — Mar-15
Conditional share awar
d
15
2011 435,814 — 236,76411 — 217,907 320.80 314.80 Mar-13,14
Mark Wilson
A
viva long
t
erm incentive
p
lan5
20136,7 — 983,277 — — 983,277 294.20 — Apr-16
Notes
1 The aggregate net value of share awards granted to the directors in the period was £4.5 million (2012: £8.9 million). The net value has been calculated by reference to the closing middle-market price of an ordinary share of the
Company at the date of grant.
2 The award date for the LTIP and Bonus Replacement Deferred Share Award (BRDSA) awards granted in 2010 which vested in 2013 was 30 March 2010, the award date for the Replacement Restricted Share Award (RRSA) award was 11 March
2010 and the award date for the award granted in 2011 which vested in 2013 was 2 December 2011. The awards which vested in 2013 were released with the net amount being settled in shares and the balance settled in cash and used to
pay the resulting tax liability. The monetary value of awards was calculated by multiplying the relevant number of shares by the closing middle-market price of an ordinary share of the Company at the date of vesting.
3 The information given in this column is at 31 December 2013 or the date on which a director ceased to be a director of the Company (Trevor Matthews: 8 May 2013).
4 The actual price used to calculate the ABP and LTIP awards is based on a three day average closing middle-market price of an ordinary share of the Company. These were in 2010: 386 pence, 2011: 434 pence, 2012: 336 pence and
2013; 299 pence. The three day average closing middle-market price of an ordinary share of the Company used to grant the 2010 One Aviva Twice the Value Bonus Plan (OATTV) award was 386 pence. The five day average closing
middle-market price of an ordinary share of the Company used to grant the RRSA in 2010 was 380.22 pence. The three day average closing middle-market price of an ordinary share of the Company used to grant the BRDSA in 2010
was 386 pence. The three day average closing middle-market price of an ordinary share of the Company used to grant the Conditional Share Award (CSA) in 2011 was 309 pence.
5 For the 2013 LTIP grant, the TSR comparator group consisted of the following companies: Aegon, Allianz, Axa, CNP Assurances, Direct Line Group, Generali, Legal & General, Met Life, Old Mutual, Prudential, Resolution Limited, RSA,
Standard Life and Zurich. For the 2011 and 2012 LTIP grants the TSR comparator group consisted of the following companies: Aegon, Ageas, Allianz, Axa, Generali, ING, Legal & General, Lloyds Banking Group, Prudential, Resolution
Limited, RSA, Royal Bank of Scotland Group, Standard Life and Zurich.
6 The performance periods for these awards begin at the commencement of the financial year in which the award is granted.
7 The performance conditions for awards which were granted or which vested during 2013 are explained elsewhere in this Report.
8 The awards under the CFO Recruitment Share Awards Plan were granted to Patrick Regan following his recruitment in 2010. As disclosed in the 2010 DRR, the RRSA vested in tranches subject to Mr Regan meeting his personal
performance targets, the OATTV was subject to the same performance conditions as the OATTV Plan awards granted to other EDs in 2010 and the BRDSA was not subject to performance conditions and vested on the third
anniversary of the date of grant.
9 The shares comprising these awards were restricted shares which were beneficially owned by Patrick Regan and held in trust on his behalf under the terms of a restricted share award agreement. As outlined in the 2010 DRR, income
tax and national insurance contributions liabilities were paid on the RRSA on 11 March 2010 and on the BRDSA on 30 March 2010.
10 The performance target attached to the third tranche of the RRSA was met and this tranche vested on 7 March 2013 being the first dealing day following the normal vesting date where no dealing restrictions were in place.
11 The shares comprised in these vested awards include shares issued in lieu of dividends accrued during the deferral period.
12 These shares were awarded as phantom units which will be cash settled on vesting and no shares were transferred or allotted.
13 Subsequently pro-rated on 8 July 2013 following Trevor Matthews leaving the Company on 6 June 2013. 70,840 phantom units lapsed for the award granted in 2011 and 252,069 shares for the award granted in 2012.
14 Subsequently released, together with 600 shares in lieu of dividends on 8 July 2013 following Trevor Matthews leaving the Company on 6 June 2013.
15 The CSA was granted to Trevor Matthews following his recruitment in 2011. As disclosed in the 2011 DRR, this award was not subject to performance conditions and would have vested in tranches subject to Trevor Matthews
remaining in employment with the Company but was subsequently released, together with 26,551 shares in lieu of dividends on 8 July 2013 following Trevor Matthews leaving the Company on 6 June 2013.