RBS 2011 Annual Report Download - page 295

RBS Group 2011 293
Medium-Term Performance Plan (MPP)
The MPP was approved by shareholders in April 2001. No further awards will be made under the MPP as it has been replaced by the LTIP. No variation
was made to any of the terms of the plan during the year. In respect of the 2009 awards, the performance conditions for executive directors are based
on a combination of relative and absolute TSR measures. Performance conditions applying to the outstanding awards are shown on page 285.
Scheme interests
(share equivalents)
at 1 January 2011
Market price
on award
£
Awards
vested in
2011
Awards
exercised
in 2011
Scheme interests
(share equivalents)
at 31 December 2011
End of period for
qualifying conditions
to be fulfilled
Stephen Hester (1) 4,800,000 0.37 4,800,000 22.06.12
Bruce Van Saun (2) 1,810,611 0.57 1,810,611 22.06.12
Notes:
(1) Stephen Hester has voluntarily agreed to retain any shares that he receives for a further two years past the vesting date.
(2) End of qualifying period 22 June 2012, however award unavailable for exercise until 8 September 2012, three years from date of award.
Restricted Share Award
No variation was made to any of the terms of the plan during the year and no awards were granted under the Restricted Share plan in 2011.
Awards held
at 1 January
2011
Awards
granted in
2011
Market price
on award
£
Awards
vested in
2011
Market price
on vesting
£
Value o
f
awards vested
£
Awards held at
31 Decembe
r
2011
End of period fo
r
qualifying conditions
to be fulfilled
Stephen Hester 3,463,298 (1) 0.48 799,292 0.4234 338,420
0.48 2,664,006 0.4259 1,134,600
610,687
(2) 0.48 610,687 0.1983 121,099
4,073,985 4,073,985 1,594,119
Philip Hampton (3) 5,172,413 0.29 5,172,413 27.02.12
Notes:
(1) Awards to replace bonus and share awards Stephen Hester forfeited on leaving The British Land Company PLC, which reflect the vesting dates of the original awards. Initially Stephen Hester was
awarded 10,407,081 restricted shares on joining the Group. The remaining awards granted to Stephen Hester under this plan on joining the Group vested during 2011.
(2) These awards vested as to one-third on each of the first, second and third anniversary of award, subject to their terms.
(3) The performance conditions attached to the awards above included measures on effective governance and stewardship of RBS, relationships with key stakeholders and delivery of value and return
to shareholders. Philip Hampton has waived his right to an award of restricted shares which was made in 2009 and due to vest in 2012.
Performance conditions for outstanding share awards made
in prior years
Summaries of the performance targets and current assessment of
performance can be found on pages 284 and 285.
2011
The 2011 LTIP measures are similar to those adopted for 2012 awards
as set out on page 287, although there are some differences in terms of
the individual components within the four headings. Full details of the
2011 LTIP measures are set out on page 251 of the 2010 Report &
Accounts which can be found on www.rbs.com.
2010
Full details of the 2010 LTIP measures are set out on page 259 of the
2010 Report & Accounts which can be found on ww.rbs.com.
2009
Full details of the 2009 performance measures are set out on page 235 of
the 2009 Report & Accounts which can be found on www.rbs.com.
Shareholder dilution
During the ten year period to 31 December 2011, awards were made that
could require new issue shares under the company's share plans
represented 3.7% of the company's issued ordinary share capital
(including the B share capital), leaving an available dilution headroom of
6.3%. The company meets its employee share plan obligations through a
combination of new issue shares and market purchase shares.
Directors’ pension arrangements
Executive directors receive a cash allowance in place of pension benefits or have amounts credited to a defined contribution pension arrangement:
2011
£000
2010
£000
Cash allowances in place of pension
Stephen Hester 420 420
Amounts credited to defined contribution arrangements
Bruce Van Saun (1) 403 321
Note:
(1) This amount includes additional employer pension contribution that Mr Van Saun sacrifices from his salary.
Penny Hughes
Chair of the Group Remuneration Committee
22 February 2012