RBS 2005 Annual Report Download - page 130

128
Directors’ remuneration report
Directors’ remuneration report continued
No options had their terms and conditions varied during
the accounting period to 31 December 2005. No payment
is required on the award of an option.
The executive share options which are exercisable from March
2002 onwards are subject to the satisfaction of an EPS growth
target which provides that options are exercisable only if, over
a three year period, the growth in the company’s EPS has
exceeded the growth in the RPI plus 9%. In respect of executive
share options exercisable before March 2002 the performance
condition is that the growth in the company’s EPS over three
years has exceeded the growth in the RPI plus 6%.
The market price of the company’s ordinary shares at 31
December 2005 was £17.55 and the range during the year
to 31 December 2005 was £15.22 to £18.33.
In the ten year period to 31 December 2005, awards made
using new issue shares under the company’s share plans
represented 4.62% of the company’s issued ordinary share
capital, leaving an available dilution headroom of 5.38%.
Medium Term Performance Plan Market Market Share interest End of period
Scheme interests Awards price on Awards Awards price on (share for qualifying
(share equivalents) at granted award vested in exercised exercise equivalents) at conditions to
1 January 2005 in 2005 £ 2005* in 2005 £ 31 December 2005 be fulfilled
Sir Fred Goodwin 93,040 16.35 93,040 vested 31.12.03
33,855 18.59 33,855 vested 31.12.04
78,398 17.22 Nil — vested 31.12.05
86,506 17.34 86,506 31.12.06
95,431 17.29 95,431 31.12.07
291,799 308,832
Mr Fish 35,274 17.34 35,274 31.12.06
10,495 17.29 10,495 31.12.07
35,274 45,769
Mr Pell 22,026 16.35 22,026 vested 31.12.03
22,570 18.59 22,570 17.87 — vested 31.12.04
35,715 17.22 Nil — vested 31.12.05
37,774 17.34 37,774 31.12.06
40,486 17.29 40,486 31.12.07
118,085 100,286
Mr Robertson** 77,533 16.35 77,533 17.05 — vested 31.12.03
Mr Watt 18,877 18.59 18,877 vested 31.12.04
30,488 17.22 Nil — vested 31.12.05
34,603 17.34 34,603 31.12.06
38,173 17.29 38,173 31.12.07
83,968 91,653
* Awards were granted on 12 June 2003. The vesting level was nil and these awards have now lapsed.
** The exercise of awards for Mr Robertson occurred after his retirement from the Group Board on 20 April 2005.
Note:
For any awards that have vested, participants holding option-based awards can exercise their right over the underlying share
equivalents at any time up to ten years from the date of grant.
No variation was made to any of the terms of the plan during the year. The performance measures are detailed on page pages 122 and 123.
Phantom 2000 Plan Awards granted during year
End of the period for
Phantom 2000 units at Units awarded Market price qualifying conditions Benefits received Phantom 2000 units at
1 January 2005 during year on award to be fulfilled during year 31 December 2005
Mr Fish 1,000,000 01.01.04 US$7,670,900 –
1,000,000 01.01.05 1,000,000
2,000,000 1,000,000
No variation was made to any of the terms of the plan during the year. The performance measures are detailed on page 123.
Citizens Long Term Incentive Plan
Benefits received
Interests at 1 January 2005 Awards granted during year during year Interests at 31 December 2005
Mr Fish LTIP* awards for the LTIP award for the LTIP award for the LTIP* awards for the
3 year periods: 3 year period: 3 year period: 3 year periods:
01.01.02 – 31.12.04 01.01.02 – 31.12.04
01.01.03 – 31.12.05 was US$1,025,394 01.01.03 – 31.12.05
01.01.04 – 31.12.06 01.01.04 – 31.12.06
01.01.05 – 31.12.07 01.01.05 – 31.12.07
* A new cash LTIP was approved by shareholders at the company’s Annual General Meeting in April 2005. Details are given on
page 123. This replaces the previous LTIP which provided for a target payment of 60% of average salary over the three year period
and a maximum payment of 105% of average salary.