RBS 2012 Annual Report Download - page 341

RBS GROUP 2012
339
Directors’ shareholdings
Directors’ interests in shares
31 December 2012
1 January 2012
Shares beneficially owned or
at date of appointment, if later (1)
Shares
beneficially owned
Value (2)
£
Chairman
Philip Hampton 27,630 27,630 89,659
Executive director
Stephen Hester 541,135 651,177 2,113,069
Bruce Van Saun — 118,680385,117
Non-executive directors
Sandy Crombie 20,000 20,000 64,900
Alison Davis 20,000 20,000 64,900
Tony Di lorio (3) 30,000 30,000 97,350
Penny Hughes (1) 562 5621,824
Joe MacHale 28,431 28,431 92,259
Brendan Nelson 12,001 12,001 38,943
Baroness Noakes 21,000 21,000 68,145
Art Ryan 5,000 5,000 16,225
Philip Scott 50,000 50,000 162,250
Notes:
(1) Share interests held at 1 January 2012 in the table above have been restated to reflect the sub-division and consolidation of ordinary shares which took effect in June 2012. The share interests
of Penny Hughes have also been restated to reflect the notification to the company on 16 January 2013 of a transaction by a connected person which took place in March 2011.
(2) Value is based on the share price at 31 December 2012, which was 324.5p. During the year ended 31 December 2012, the share price ranged from 196.6p to 325.0p.
(3) Tony Di Iorio’s interests in the company’s shares are held in the form of American Depository Receipts (ADRs). Each ADR represents 2 ordinary shares of £1.00 each in the company. Tony Di Iorio
has interests in 15,000 ADRs representing 30,000 ordinary shares.
No other current director had an interest in the company's ordinary shares during the year or held a non-beneficial interest in the shares of the company
at 31 December 2012, at 1 January 2012 or date of appointment if later. The interests shown above include connected persons of the directors. As at 27
February 2013, there were no changes to the directors' interests in shares shown in the table above.
Directors’ interests under the Group’s share plans
The tables and explanatory notes below and on page 340 have been audited by the company's auditors, Deloitte LLP.
Long-Term Incentive Plan (LTIP)
No variation was made to any of the terms of the plan during the year. Awards to executive directors under the LTIP are subject to performance
conditions and clawback provisions. The figures shown below have been adjusted to reflect the share sub-division and consolidation, which took effect
in June 2012.
Awards held
at 1 January
2012
Awards
granted
in 2012
Market
price on
award
£
Awards
vested in
2012
Market price
on vesting
£
Awards held
at 31 December
2012
End of period
for qualifying
conditions to
be fulfilled
Stephen Hester 857,843 (1) 4.90 857,843 14.05.13
1,011,417 4.45 1,011,417 07.03.14
1,286,174 2.80 1,286,174 09.03.15
1,869,260 1,286,174 3,155,434
Bruce Van Saun 518,280 (2) 4.90 518,280 14.05.13
632,136 4.45 632,136 07.03.14
803,859 2.80 803,859 09.03.15
1,150,416 803,859 1,954,275
Notes:
(1) Stephen Hester has agreed to a voluntary holding period of two further years beyond the vesting date for the net post-tax number of vested shares in respect of at least one third of the award.
(2) Bruce Van Saun has agreed to a voluntary holding period of two further years beyond the vesting date for the net post-tax number of vested shares for the amount over 300% of his salary.
Performance conditions for LTIP awards made in prior years
Summaries of the performance targets for each year and current assessment of performance can be found on pages 335 and 336. Full details of the
performance conditions can also be found in the Report and Accounts for each year on www.rbs.com/annualreport.