National Grid 2013 Annual Report Download - page 66

65
Holding Company Charges
NGUSA receives charges from National Grid Commercial Holdings Limited, an affiliated company in the UK, for
certain corporate and administrative services provided by the corporate functions of National Grid plc to its US
subsidiaries. For the years ended March 31, 2013 and March 31, 2012, the effect on net income was $40 million before
tax and $26 million after tax.
Note 13. Preferred Stock
Preferred stock of NGNA subsidiaries
The Company’ s subsidiaries have certain issues of non-participating preferred stock, some of which provide for
redemption at the option of the Company. A summary of the preferred stock of the Company’ s subsidiaries at March 31,
2013 and March 31, 2012 is as follows:
March 31,
March 31,
Call
Series Company 2013 2012 2013 2012 Price
(in millions of dollars, except per share and number of shares data)
$100 par value -
3.40% Series Niagara Mohawk
57,524
57,524
6
$
6$ 103.500$
3.60% Series Niagara Mohawk
137,152
137,152
14
14 104.850
3.90% Series Niagara Mohawk
95,171
95,171
9
9 106.000
4.44% Series Massachusetts Electric
22,585
22,585
2
2 104.068
6.00% Series NEP
11,117
11,117
1
1 Noncallable
$50 par value -
4.50% Series Narragansett
49,089
49,089
3
3 55.000
Golden Shares -
Niagara Mohawk and
KeySpan subsidiaries
33-- Noncallable
Total 372,641 372,641 35$ 35$
Shares
Outstanding Amount
In connection with the acquisition of KeySpan by NGUSA, each of the Company’ s New York subsidiaries became subject to
a requirement to issue a class of preferred stock having one share (the “Golden Share”), subordinate to any existing preferred
stock. The holder of the Golden Share would have voting rights that limit the Company’ s right to commence any voluntary
bankruptcy, liquidation, receivership or similar proceeding without the consent of the holder of the Golden Share. The
NYPSC subsequently authorized the issuance of the Golden Share to a trustee, GSS Holdings, Inc. (“GSS”), who will hold
the Golden Share subject to a Services and Indemnity Agreement requiring GSS to vote the Golden Share in the best interests
of New York State. On July 8, 2011, the Company issued a total of 3 Golden Shares pertaining to Niagara Mohawk,
Brooklyn Union, and KeySpan Gas East each with a par value of $1.
Note 14. Stock-Based Compensation
The Remuneration Committee determines remuneration policy and practices with the aim of attracting, motivating and
retaining high caliber Executive Directors and other senior employees to deliver value for shareholders, high levels of
customer service, and safety and reliability in an efficient and responsible manner. As such, the Remuneration
Committee has established a Long-Term Performance Plan (“LTPP”) which is designed to drive medium to long-term
performance, aligning key strategic objectives to shareholder interests. The LTPP replaces the previous Performance
Share Plan (“PSP”). Both plans issue performance based restricted stock units (“RSU”s) which are granted in the
Parent’ s common stock traded on the London Stock Exchange for UK-based directors and employees or the Parent’ s
American Depository Receipts traded on the New York Stock Exchange for US-based directors and employees. Both
plans have a performance period of three years and have been approved by the Company’ s Remuneration Committee.
As of May 15, 2013, the number of ordinary shares issued was 3.8 billion and 127,142,880 were held as treasury shares.
The aggregate dilution resulting from executive share-based incentives will not exceed 5% in any 10-year period for