Vodafone 2005 Annual Report Download - page 74

Board’s Report to Shareholders on Directors’ Remuneration continued
72 |Governance
Long Term Incentives
Performance shares
Conditional awards of ordinary shares made to executive directors under the Vodafone Group Long Term Incentive Plan and Vodafone Group Plc 1999 Long Term Stock Incentive
Plan, and dividends on those shares paid under the terms of the Company’s scrip dividend scheme and dividend reinvestment plan, are shown below. Long Term Incentive shares
that vested and were sold or transferred during the year ended 31 March 2005 are also shown below.
Shares sold or
Shares added Shares forfeited transferred in
Total during the in respect of respect of
interest in 2005 financial awards for the awards for the
Long Term year through 2002, 2003 and 2001, 2002 and
Incentives at Shares conditionally awarded during dividend 2004 financial 2003 financial Total interest in Long Term
1 April 2004(1) the 2005 financial year reinvestment years years incentives at 31 March 2005
Value at date
of award(2) Number Total value(4)
Number Number £’000 Number Number(3) Number(3) of shares £’000
Arun Sarin 1,844,863 2,016,806 2,400 –––3,861,669 5,426
Peter Bamford 2,225,622 983,727 1,170 26,471 190,048 111,142 2,934,630 4,123
Vittorio Colao 1,353,065 ––6,383 1,359,448 – ––
Thomas Geitner 1,812,851 829,438 987 20,285 147,148 86,049 2,429,377 3,413
Sir Julian Horn-Smith 2,810,569 1,241,754 1,478 34,353 232,713 136,091 3,717,872 5,224
Ken Hydon 2,225,622 997,781 1,187 26,471 190,048 111,142 2,948,684 4,143
Notes:
(1) Restricted share awards under the Vodafone Group Plc 1999 Long Term Stock Incentive Plan.
(2) The value of awards under the Vodafone Group Plc 1999 Long Term Incentive Plan is based on the price of the Company’s ordinary shares on 28 July 2004 of 119.00p.
(3) Shares in respect of awards for the 2002 financial year were sold or transferred on 1 July 2004 and 27 August 2004. In accordance with the Rules of the Long Term Stock Incentive Plan, awards made to Vittorio Colao were forfeited on his resignation
from the Board.
(4) The value at 31 March 2005 is calculated using the closing middle market price of the Company’s ordinary shares at 31 March 2005 of 140.50p.
(5) All employees, including Executive Directors received an award of 350 shares on 5 July 2004, under the Global All Employee Share Plan. The awards vest after two years and are not subject to performance conditions.
The aggregate number of shares conditionally awarded during the year to the Company’s senior management is 2,912,716 shares. For a description of the performance and
vesting conditions see “Long term incentives”on pages 66 to 68. In some cases local performance conditions attach to the awards.
Share options
The following information summarises the directors’ options under the Vodafone Group Plc Savings Related Share Option Scheme, the Vodafone Group 1998 Sharesave Scheme,
the Vodafone Group Plc Executive Share Option Scheme and the Vodafone Group 1998 Company Share Option Scheme, all of which are Inland Revenue approved schemes. The
table also summarises the directors’ options under the Vodafone Group Plc Share Option Scheme, the Vodafone Group 1998 Executive Share Option Scheme, the AirTouch
Communications, Inc. 1993 Long Term Stock Incentive Plan and the Vodafone Group Plc 1999 Long Term Stock Incentive Plan, which are not Inland Revenue approved. No other
directors have options under any of these schemes. Only under the Vodafone Group 1998 Sharesave Scheme may shares be offered at a discount in future grants of options. For
a description of the performance and vesting conditions see “Long term incentives”on pages 66 to 68.
Options held at Options exercised Options lapsed
1 April 2004 Options granted during the during the Weighted average
or date of during the 2005 2005 financial 2005 financial Options held at exercise price at Earliest date
appointment(1) financial year year year 31 March 2005 31 March 2005 from which Latest expiry
Number Number Number Number Number Pence exercisable date
Arun Sarin(2)(3) 18,646,164 7,058,823 5,000,000 – 20,704,987 148.8 Jun 2000 Jul 2014
Peter Bamford 15,944,430 3,279,092 150,500 –19,073,022 149.6 Jul 2001 Jul 2014
Vittorio Colao(4) 5,762,813 ––5,762,813 ––––
Thomas Geitner 14,570,061 2,764,793 ––17,334,854 154.1 Jul 2003 Jul 2014
Sir Julian Horn-Smith 19,193,689 4,139,180 ––23,332,869 144.4 Jul 2001 Jul 2014
Ken Hydon 15,391,230 3,325,936 ––18,717,166 150.0 Jul 2001 Jul 2014
89,508,387 20,567,824 5,150,500 5,762,813 99,162,898
Notes:
(1) The weighted average exercise price of options over shares in the Company granted during the year and listed above is 119.00 pence. The earliest date from which they are exercisable is July 2007 and the latest expiry date is 27 July 2014. For a
description of the performance and vesting conditions see “Long term incentives”on pages 66 to 68.
(2) Some of the options held by Arun Sarin are held in the form of American Depositary Shares, each representing ten ordinary shares of the Company, which are traded on the New York Stock Exchange. The number of ADSs over which Arun Sarin holds
options is 625,000.
(3) The terms of the share options granted over 6,250,000 shares in 1999 to Arun Sarin allow exercise until the earlier of the date on which he ceases to be a director of the Company and the seventh anniversary of the respective dates of grant.
(4) In accordance with the terms of the share option plans, options granted to Vittorio Colao lapsed on his resignation from the Board.
The aggregate number of options granted during the year to the Company’s senior management, other than executive directors, is 10,918,395. The weighted average exercise
price of the options granted to senior management during the year is 119.00 pence. The earliest date from which they are exercisable is July 2007 and the latest expiry date is
27 July 2014.