HSBC 2008 Annual Report Download - page 328

HSBC HOLDINGS PLC
Directors’ Remuneration Report (continued)
Share plans
326
Share plans
(Audited)
At 31 December 2008, the undernamed Directors
held Performance Share awards, Restricted Share
awards and options to acquire the number of HSBC
Holdings ordinary shares set against their respective
names.
HSBC Holdings savings-related share option plans
(Audited)
HSBC Holdings ordinary shares of US$0.50
Date of
award
Exercise
price (£)
Exercisable
from1
Exercisable
until
Options held
at 1 January
2008 or date
appointed if
later
Options
awarded
during year
Options
exercised
during year
Options
held at
31 December
2008
V H C Cheng2 ..... 23 Apr 2003 5.3496 1 Aug 2008 31 Jan 2009 3,0703– 3,0703 –
D J Flint .............. 25 Apr 2007 7.0872 1 Aug 2012 31 Jan 2013 2,310 – – 2,310
A A Flockhart4 .... 25 Apr 2007 7.0872 1 Aug 2010 31 Jan 2011 1,332 – – 1,332
S K Green ........... 23 Apr 2003 5.3496 1 Aug 2008 31 Jan 2009 3,070 – 3,0705 –
The HSBC Holdings savings-related share option plans are all-employee share plans under which eligible HSBC employees may be
granted options to acquire HSBC Holdings ordinary shares. Employees may make contributions of up to £250 (or equivalent) each month
over a period of one, three or five years which may be used on the first, third or fifth anniversary of the commencement of the relevant
savings contract, at the employee’s election, to exercise the options. The plans help align the interests of employees with the creation of
shareholder value and, as such, exercise of the options is not subject to any performance conditions. The options were awarded for nil
consideration and are exercisable at a 20 per cent discount to the average market value of the ordinary shares on the five business days
immediately preceding the invitation date. No options lapsed during the year. There are no performance criteria conditional upon which
the outstanding options are exercisable and there have been no variations to the terms and conditions since the awards were made. The
market value of the ordinary shares at 31 December 2008 was £6.62. The highest and lowest market values during the year were £9.2775
and £6.1225. Market value is the mid-market price derived from the London Stock Exchange Daily Official List on the relevant date. Under
the Securities and Futures Ordinance of Hong Kong, the options are categorised as unlisted physically settled equity derivatives.
1 May be advanced to an earlier date in certain circumstances, e.g. retirement.
2 Appointed a Director on 1 February 2008.
3 At the date of exercise, 8 August 2008, the market value per share was £8.5850.
4 Appointed a Director on 1 May 2008.
5 At the date of exercise, 22 December 2008, the market value per share was £6.1225.
Awards of Performance Shares
HSBC Holdings Restricted Share Plan 2000
(Audited)
HSBC Holdings ordinary shares of US$0.50
Date of
award
Year in
which
awards
may vest
Awards held
at 1 January
2008 or date
appointed if
later
Awards
held at
31 December
20081
V H C Cheng2 ......................................................................................... 5 Mar 2003 2008 55,028 –
D J Flint .................................................................................................. 5 Mar 2003 2008 136,192 –
M F Geoghegan ...................................................................................... 5 Mar 2003 2008 63,558 –
S K Green ............................................................................................... 5 Mar 2003 2008 136,192 –
Vesting of these awards was subject to the achievement of corporate performance conditions. Under the Securities and Futures Ordinance
of Hong Kong, interests held through the HSBC Holdings Restricted Share Plan 2000 were categorised as the interests of a beneficiary of
a trust.
1 The corporate performance conditions were not met and, under the rules of the Plan, the awards (including additional shares arising
from scrip dividends) held by: V H C Cheng, 55,028 shares; D J Flint, 137,568 shares; M F Geoghegan, 64,200 shares; and
S K Green, 137,568 shares, were forfeited on 4 April 2008. The awards held by A A Flockhart, 27,514 shares; and S T Gulliver, 55,028
shares, who were appointed as Directors on 1 May 2008, were also forfeited on 4 April 2008. As a consequence, the fourth interim
dividend for 2007 did not accrue on these forfeited share awards.
2 Appointed a Director on 1 February 2008.