Carphone Warehouse 2005 Annual Report Download - page 33

Remuneration Report continued www.cpwplc.com 29
Performance Shares*
Details of Executive Directors’ conditional right to receive nil priced options in the Company are shown in the following table.
Granted during the period
Type of 27 March Number of Date of Share price on 2 April
Name award 2004 shares award date of award £ 2005
R W Taylor Basic – 450,000 28/07/04 1.36 450,000
Stretch – 450,000 28/07/04 1.36 450,000
Super Stretch – 450,000 28/07/04 1.36 450,000
G Roux de Bezieux Basic – 450,000 28/07/04 1.36 450,000
Stretch – 450,000 28/07/04 1.36 450,000
Super Stretch – 450,000 28/07/04 1.36 450,000
J H Dale Basic – 250,000 28/07/04 1.36 250,000
Stretch – 250,000 28/07/04 1.36 250,000
Super Stretch – 250,000 28/07/04 1.36 250,000
Notes
(i) Up to 50% of the shares will vest in July 2007, subject to the Group’s Headline EPS growth and TSR performance compared to the FTSE Mid 250
Index over a three-year performance period. The remaining 50% of shares will vest in July 2008, subject to the Group’s performance against the same
performance criteria over a four-year performance period.
(ii) All types of award are 50% based on TSR performance and 50% based on Headline EPS performance. Performance required for awards to fully vest
is summarised below:
TSR Headline EPS
Basic awards Outperform FTSE Mid 250 index 25% if 2005 EPS is at least 20% above 2004 and does not fall in 2006 and 2007
consistently by at least 5% over 25% if 2006 EPS is at least 43% above 2004 and does not fall in 2007
the performance period 50% if 2007 EPS is at least 73% above 2004 and does not fall in 2008
Stretch awards Outperform FTSE Mid 250 index 25% if 2005 EPS is at least 29% above 2004 and does not fall in 2006 and 2007
consistently by at least 20% over 25% if 2006 EPS is at least 53% above 2004 and does not fall in 2007
the performance period 50% if 2007 EPS is at least 82% above 2004 and does not fall in 2008
Super Stretch awards Outperform FTSE Mid 250 index 25% if 2005 EPS is at least 38% above 2004 and does not fall in 2006 and 2007
consistently by at least 35% over 25% if 2006 EPS is at least 62% above 2004 and does not fall in 2007
the performance period 50% if 2007 EPS is at least 90% above 2004 and does not fall in 2008
(iii) The TSR calculation is independently calculated for the Remuneration Committee by NBSC. The Committee will ensure that a consistent basis
is used under both UK GAAP and International Accounting Standards in the calculation of Headline EPS.
Executive Directors’ service contracts
All Executive Directors have service contracts which are terminable by the Company or the Executive Director with twelve months’ notice or less.
The dates of each contract are set out below and none specifically provides for compensation for early termination.
External appointments
The Board supports Executive Directors holding Non-Executive Directorships of other companies and believes such appointments are part of the continuing
development of the Executive Directors from which the Company will ultimately benefit. The Board has reviewed all such appointments and the following
sets out those appointments that the Board believes require disclosure pursuant to the Code. The Board has also agreed that the Directors may retain their
fees from such appointments.
Currently, Charles Dunstone is a Non-Executive Director of HBOS PLC, The Daily Mail and General Trust PLC and Independent Media Distribution PLC,
for which the annual fees are £56,000, £34,000 and £20,000 respectively. David Ross is Non-Executive Chairman of National Express Group PLC and
a Non-Executive Director of Trinity Mirror PLC, Big Yellow Group PLC and Cosalt PLC, for which the annual fees are £150,000, £40,000, £22,500 and
£25,000 respectively. Roger Taylor is a Non-Executive Director of Berkeley Scott Group PLC for which the annual fee is £15,000.