HSBC 2011 Annual Report Download - page 274

HSBC HOLDINGS PLC
Directors’ Remuneration Report (continued)
Share plans
272
Share Plans
(Audited)
At 31 December 2011, the undernamed Directors
held options, awards of Performance Shares and
Restricted Shares under the HSBC Share Plan and
conditional awards of shares under the GPSP 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$0.50
Exercisable
Date of
award
Exercise
price (£) from1 until
At
1 Jan
2011
At
31 Dec
2011
D J Flint ............................................. 25 Apr 2007 6.1760 1 Aug 2012 31 Jan 2013 2,650 2,650
A A Flockhart .................................... 29 Apr 2009 3.3116 1 Aug 2014 31 Jan 2015 4,529 4,529
US$
I J Mackay ......................................... 30 Apr 2008 11.8824 1 Aug 2011 31 Jan 2012 1,531 1,531
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% 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 per ordinary share at 31 December 2011 was £4.911. The highest and lowest market values per ordinary share during the
year were £7.395 and £4.564. 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.
Awards of Performance Shares
HSBC Share Plan
(Audited)
HSBC Holdings ordinary shares of US$0.50
Awards vested
during year1,2
Date of
award
Year in
which
awards
may vest
Awards
held at
1 Jan
2011 Number
Monetary
value
Awards
held at
31 Dec
2011
£000
V H C Cheng ..................................... 3 Jun 2008 2011 163,188 35,433 230 –
3
D J Flint ............................................. 3 Jun 2008 2011 470,596 102,184 662 –
A A Flockhart .................................... 3 Jun 2008 2011 160,474 34,844 226 –
S T Gulliver ....................................... 3 Jun 2008 2011 69,917 15,181 98 –
Vesting of these awards of Performance Shares is subject to the achievement of the corporate performance conditions set out on pages 265
to 267. Interests in awards of Performance Shares are categorised under the Securities and Futures Ordinance of Hong Kong as the
interests of a beneficiary of a trust.
1 The performance conditions of the total shareholder return element of the award were partially met and the following part of the awards
vested on 4 April 2011, when the market value per share was £6.48: V H C Cheng, 35,024 shares; D J Flint, 101,003 shares;
A A Flockhart, 34,442 shares; and S T Gulliver, 15,006 shares. The following awards representing the fourth interim dividend for 2010
vested on 5 May 2011, when the market value per share was £6.46: V H C Cheng, 409 shares; D J Flint, 1,181 shares; A A Flockhart,
402 shares; and S T Gulliver, 175 shares. The market value per share on the date of the award, 3 June 2008, was £8.56.
2 The performance conditions for the earnings per share, economic profit and the remaining part of the total shareholder return element
of the award were not met and, under the terms of the Plan, the following awards were forfeited on 4 April 2011: V H C Cheng, 129,412
shares; D J Flint, 373,193 shares; A A Flockhart, 127,259 shares; and S T Gulliver, 55,445 shares. As a consequence, the fourth interim
dividend for 2010 did not accrue on the forfeited shares.
3 Interest at 27 May 2011 – date of retirement.