Experian 2007 Annual Report Download - page 58

56 |Experian Annual Report 2007
Introduction | Business review | Governance |Financial statements
Report on directors’ remuneration cont.
9. GUS Co-investment Plan and Experian Reinvestment Plan
Awards to directors under the 2004 and 2005 cycles of the GUS Co-investment Plan and North America Co-investment Plan were
reinvested in awards under the Experian Reinvestment Plan and North America Reinvestment Plan at demerger as approved by GUS
shareholders at the EGM. Awards under the 2006 cycle were automatically rolled over into equivalent awards over Experian shares under
the rules of the GUS Co-investment Plan. The share price on the date of award was 560p. Release of matching shares under the Experian
Reinvestment Plan is subject to the achievement of performance conditions(3),the retention of reinvested awards and continued
employment. No further awards will be made under the Reinvestment Plan.
For the year ending 31 March 2007, Don Robert and Paul Brooks received a bonus of 72 per cent of base salary and chose to invest the
whole of their bonus under the GUS North America Co-investment plan. The invested shares deferred under these arrangements are not
reflected in the table below as this report was published prior to the actual share purchase. The related matching shares under these
arrangements are also not shown in the table below. They are not released until the expiry of a three-year period and the right to the
matching shares is forfeited if a director resigns before then.
Invested
Original Original and Awards
GUS GUS Invested Matching Matching rolled over
Invested Matching shares shares GUS share Shares Share into Re- Special Experian Total plan
shares At shares At granted granted price on released price on Experian Experian investment Re- share price shares at
1April 1 April prior to prior to date of prior to/on date of plan Matching Matching investment on date Vesting 31 March
2006 2006 demerger demerger award demerger release shares shares Award award(2) of award date 2007
Chairman
John Peace(2)
20.06.03 49,689 195,858 – – – 245,547 929.0p – – – – June 2006
11.06.04 42,178 166,256 – – – – – 72,394 295,436 – 370,386 560.0p Oct 2011
13 06.05 44,111 173,875 – – – – – 75,712 308,976 – 387,361 560.0p Oct 2011
12.06.06 – – 22,124 33,562 918.0p – – 22,124 59,640 – – 560.0p June 2009
1,592,029
Executive directors
Don Robert
20.06.03 36,257 56,191 – – – 92,448 929.0p – – – – June 2006
11.06.04 78,512 157,024 – – – – – 139,516 279,032 837,096 – 560.0p Oct 2011
13.06.05 83,109 166,219 – – – – – 147,685 295,371 886,112 – 560.0p Oct 2011
12.06.06 – – 68,480 136,960 918.0p – – 121,689 243,378 – – 560.0p June 2009
2,949,879
Paul Brooks
20.06.03 17,346 27,933 – – – 45,279 929.0p – – – – June 2006
11.06.04 29,212 58,424 – – – – – 51,910 103,820 311,460 – 560.0p Oct 2011
13 06.05 29,827 59,654 – – – – – 53,003 106,005 318,016 – 560.0p Oct 2011
12.06.06 –– 31,072 62,145 918.0p – – 55,215 110,432 – – 560.0p June 2009
1,109,861
Non–executive directors
David Tyler(4)
20.06.03 29,049 114,501 – – – 143,550 929.0p – – – – June 2006
11.06.04 25,307 99,754 – – – 125,061 984.3p – – – – 560.0p Oct 2006
13.06.05 27,279 107,528 – – – 134,807 984.3p – – – – 560.0p Oct 2006
12.06.06 – – 13,742 20,846 918.0p – – 13,742 37,043 – – 560.0p June 2009
50,785
Notes:
1. Invested shares for John Peace and David Tyler werepurchased with the bonus net of tax. The matching shareawards are made on a gross basis and are taxed at the point of vesting. Invested shares for Don Robert and Paul Brooks
were purchased with the bonus gross of tax.
2. John Peace was granted a matching award over Experian shares which will vest after three years if he continues to be Chairman of Experian, subject to the good leaver reasons included in the rules. Details of this award were
disclosed in the shareholder circular dated 26 July 2006.
3. The first 50% of a matching award under the Experian Reinvestment Plan will vest subject to satisfaction of a performance condition relative to a sliding scale of growth in Experian Group’s profit before tax over a three-year period.
The threshold for vesting will be growth in PBT of 7% per annum at which 30% of this part of the matching award will vest, rising on a straight-line basis to 100% of this part of the award vesting at growth in PBT of 14% per
annum. This part of the matching award will vest in two equal tranches on the fourth and fifth anniversaries of grant. The remaining 50% of the matching award will be time-based and will vest as to 50% of this part of the
matching awardon the thirdanniversaryof grant and as to 25% on each of the fourth and fifth anniversaries of grant.
4. David Tyler’s 2004 and 2005 GUS Co-investment Plan awards vested at the time of the demerger, and he did not reinvest these awards. David Tyler’s 2006 GUS Co-investment Plan awards were rolled over on the basis described in
footnote 3 to the Share Options table on page 53.
5. Under the Plan rules, participants are entitled to dividend equivalents on release of the matching share awards under the 2003 GUS Co-investment Plan as follows, John Peace £223,419; Don Robert $55,095; Paul Brooks $26,358
and David Tyler £135,717.