Barclays 2005 Annual Report Download - page 42

Barclays PLC
Annual Report 2005
40
Corporate governance
Barclays report on remuneration
Executive Directors: shares provisionally allocated and shares under option under Executive Share Award Scheme (ESAS)(a)
During 2005
Awarded in Market Market Number
Number at respect of price at price at Bonus at 31st
1st January the results release exercise shares December
2005 for 2004 Released(b) date £ Exercised(c) date £ lapsed 2005
Chairman
Matthew W Barrett 293,460 120,982 – – 58,992 5.51 4,916 350,534
Executive Directors
John Varley 139,695 96,235 29,856 5.65–––206,074
Robert E Diamond Jr(d) 6,463,174 – 202,011 6.02–––6,261,163
Gary Hoffman 300,002 60,490 14,928 5.65–––345,564
Naguib Kheraj 868,622 68,739 –––––937,361
David Roberts 288,717 56,367 10,240 5.65–––334,844
Former Director
Roger Davis 587,682 60,490 136,484 5.65–––511,688
Shares under option under ESAS and voluntary ESAS at 31st December 2005 (with the exception of voluntary ESAS, shares under option are
included in aggregate figures above)
Nil cost Nil cost
option option Date
granted held under from Latest
at 3rd voluntary which expiry
anniversary(e) ESAS(f ) exercisable date
Chairman
Matthew W Barrett ––––
Executive Directors
John Varley 45,352 – 23/02/04 25/02/07
Robert E Diamond Jr 428,380 – 23/02/04 23/02/06
Gary Hoffman 29,008 136,584 26/02/99 04/03/14
Naguib Kheraj 212,824 – 25/02/05 25/02/07
David Roberts 24,536 – 23/02/04 25/02/07
Former Director
Roger Davis 99,068 – 23/02/04 25/02/07
Notes
(a) ESAS is a deferred share award plan in which awards are initially granted in the form of a provisional allocation that does not give rise to any entitlement to the
shares. These awards were granted in the years 2001 to 2005, and include mandatory bonus deferrals. For mandatory bonus deferrals under ESAS, the size of any
award under ESAS is subject to the same Group and individual performance criteria as the annual cash bonus. Normally, the trustees will permit the executive to call
for the shares from the end of the third year from grant of an award by granting a right to acquire shares (a nil cost option) exercisable for two years. As this nil cost
option is part of the structure of an ESAS award described above, which is a deferred share award plan, it would not be appropriate to attach a performance
condition to the exercise of options. If the right is not exercised, the trustees, will normally at the end of the fifth year, release all of the shares, including bonus
shares equal to 30% of the basic award. If the right is exercised, an executive may lose the opportunity of receiving one-third of the bonus shares. The number of
shares shown in the table includes the bonus shares where applicable.
(b) The trustees may release additional shares to participants which represent accumulated net dividends in respect of shares under award. During 2005, the trustees
released the following accumulated dividend shares – 6,074 to John Varley, 17,515 to Robert E Diamond Jr, 3,038 to Gary Hoffman, 2,081 to David Roberts and
27,780 to Roger Davis. These are not awarded as part of the original award and consequently are not included in the Released column.
(c) The trustees may release additional shares to participants which represent accumulated net dividends in respect of the shares under award. During 2005, the
trustees released 8,167 accumulated dividend shares to Matthew W Barrett. These are not included as part of the original award and consequently are not included
in the Exercised column.
(d) The number shown in the column headed ‘Number at 1st January 2005’ includes shares held by Robert E Diamond Jr which reflect interests built up over the course
of successive years’ service with Barclays. The awards were related to Mr Diamond’s contribution to the performance of Barclays Capital, BGI and the Barclays
Group. The number shown is at 1st June 2005, when he was appointed to the Board.
(e) The shares under option shown in this column are already included in the numbers shown at 1st January 2005 and relate to provisional allocations made in 2001
and 2002 except that the figures do not include accumulated dividend shares under option as follows: 5,459 shares for John Varley, 40,501 for Robert E Diamond Jr,
3,428 for Gary Hoffman, 29,466 for Naguib Kheraj, 3,005 for David Roberts and 9,367 for Roger Davis. Under ESAS, a participant pays £1 to exercise an option,
irrespective of the number of shares involved.
(f) The shares under option in this column are not included in the numbers shown at 1st January 2005. Voluntary ESAS is an additional award under ESAS following a
Director requesting that part of the cash bonus to which he would otherwise become entitled to be waived and is granted as a right to acquire shares which will be
fully exercisable after five years.
(g) Awards in respect of 2005 will be made in April 2006. Including a maximum potential 30% bonus shares, the awards will total £601,250 to John Varley, £3,250,000
to Robert E Diamond Jr, £243,750 to Gary Hoffman, £357,500 to Naguib Kheraj and £357,500 to David Roberts.