Notes to the consolidated financial statements
- « 45 Ordinary dividends
- 46 Share based payments
- 47 Related party transactions »
46 Share based payments
Charge to the income statement
The charge to the income statement is set out below:
|
2008 |
2007 |
||
|---|---|---|---|
|
Executive and SAYE schemes: |
|||
|
Options granted in the year |
8 |
6 |
|
|
Options granted in prior years |
4 |
24 |
|
|
12 |
30 |
||
|
Share incentive plan: |
|||
|
Shares granted in the year |
10 |
12 |
|
|
Shares granted in prior years |
21 |
17 |
|
|
31 |
29 |
||
|
43 |
59 |
Share based payment scheme details
During the year ended 31 December 2008 the Group operated the following share based payment schemes, all of which are equity settled.
Executive schemes
The executive share option schemes were long-term incentive schemes available to certain senior executives of the Group, with grants usually made annually. Options were granted within limits set by the rules of the schemes relating to the number of shares under option and the price payable on the exercise of options. The last grant of executive options was made in August 2005. These options were granted without a performance multiplier and the maximum limit for the grant of options in normal circumstances was three times annual salary. Between April 2001 and August 2004, the aggregate value of the award based upon the market price at the date of grant could not exceed four times the executive's annual remuneration and, normally, the limit for the grant of options to an executive in any one year would be equal to 1.5 times annual salary with a maximum performance multiplier of 3.5. Prior to 18 April 2001, the normal limit was equal to one year's remuneration and no performance multiplier was applied.
Performance conditions for executive options
For options granted up to March 2001
|
Options granted |
Performance conditions |
|---|---|
|
March 1998 – August 1999 |
Growth in earnings per share which is equal to the aggregate percentage change in the Retail Price Index plus two percentage points for each complete year of the relevant period together with a further condition that Lloyds Banking Group plc's ranking based on total shareholder return (calculated by reference to both dividends and growth in share price) over the relevant period should be in the top fifty companies of the FTSE 100. |
|
March 2000 – March 2001 |
As for March 1998 – August 1999 except that there must have been growth in the earnings per share equal to the change in the Retail Price Index plus three percentage points for each complete year of the relevant period. |
In respect of options granted between March 1998 and March 2001, the relevant period for the performance conditions begins at the end of the financial year preceding the date of grant and will continue until the end of the third subsequent year following commencement or, if not met, the end of such later year in which the conditions are met. Once the conditions have been satisfied the options will remain exercisable without further conditions. If they are not satisfied by the tenth anniversary of the grant the option will lapse.
For options granted from August 2001 to August 2004
The performance condition is linked to the performance of Lloyds Banking Group plc's total shareholder return (calculated by reference to both dividends and growth in share price) against a comparator group of 17 companies including Lloyds Banking Group plc.
The performance condition is measured over a three year period commencing at the end of the financial year preceding the grant of the option and continuing until the end of the third subsequent year. If the performance condition is not then met, it will be measured at the end of the fourth financial year. If the condition has not then been met, the options will lapse.
To meet the performance conditions, the Group's ranking against the comparator group must be at least ninth. The full grant of options will only become exercisable if the Group is ranked first. A performance multiplier (of between nil and 100 per cent) will be applied below this level to calculate the number of shares in respect of which options granted to executive directors will become exercisable, and will be calculated on a sliding scale. If Lloyds Banking Group plc is ranked below median the options will not be exercisable.
Options granted to senior executives other than executive directors are not so highly leveraged and, as a result, different performance multipliers are applied to their options. For the majority of executives, options are granted with the performance condition but no performance multiplier.
Options granted in 2004 became exercisable as the performance condition was met on the re-test. The performance condition vested at 14 per cent for executive directors, 24 per cent for managing directors, and 100 per cent for all other executives.
For options granted in 2005
The same conditions apply as for grants made up to August 2004, except that:
- the performance condition is linked to the performance of Lloyds Banking Group plc's total shareholder return (calculated by reference to both dividends and growth in share price) against a comparator group of 15 companies including Lloyds Banking Group plc;
- if the performance condition has not been met at the end of the third subsequent year, the options will lapse; and
- the full grant of options becomes exercisable only if the Group is ranked in the top four places of the comparator group. A sliding scale applies between fourth and eighth positions. If Lloyds Banking Group is ranked below the median (ninth or below) the options will not be exercisable and will lapse.
Options granted in 2005 became exercisable as the performance condition was met when tested. The performance condition vested at 82.5 per cent for all options granted.
Movements in the number of share options outstanding under the Executive share option schemes during 2007 and 2008 are set out below:
|
2008 |
2007 |
||||
|---|---|---|---|---|---|
|
Number of options |
Weighted average |
Number of options |
Weighted average |
||
|
Outstanding at 1 January |
20,621,774 |
480.57 |
32,459,593 |
459.84 |
|
|
Exercised |
(137,431) |
419.25 |
(267,650) |
509.10 |
|
|
Forfeited |
(9,280,715) |
470.02 |
(11,570,169) |
421.76 |
|
|
Outstanding at 31 December |
11,203,628 |
490.05 |
20,621,774 |
480.57 |
|
|
Exercisable at 31 December |
9,132,197 |
453.77 |
423,300 |
876.37 |
|
The weighted average share price at the time that the options were exercised during 2008 was 453.42 pence (2007: 574.39 pence). The weighted average remaining contractual life of options outstanding at the end of the year was 5.1 years (2006: 6.2 years).
Save-As-You-Earn schemes
Eligible employees may enter into contracts through the Save-As-You-Earn (SAYE) schemes to save up to £250 per month and, at the expiry of a fixed term of three or five years, have the option to use these savings within six months of the expiry of the fixed term to acquire shares in the Group at a price equal to 80 per cent of the market price at the date the options were granted. Grants in periods up to 31 December 2001 also had options exercising after seven years.
Movements in the number of share options outstanding under the SAYE schemes are set out below:
|
2008 |
2007 |
||||
|---|---|---|---|---|---|
|
Number of options |
Weighted average |
Number of options |
Weighted average |
||
|
Outstanding at 1 January |
85,673,227 |
342.49 |
90,220,144 |
335.94 |
|
|
Granted |
215,737,733 |
173.80 |
10,759,688 |
432.00 |
|
|
Exercised |
(40,612,608) |
290.77 |
(9,473,792) |
351.28 |
|
|
Forfeited |
(2,394,415) |
388.11 |
(3,447,524) |
363.45 |
|
|
Cancelled |
(62,963,491) |
373.21 |
(1,822,417) |
397.98 |
|
|
Expired |
(4,961,997) |
311.47 |
(562,872) |
547.46 |
|
|
Outstanding at 31 December |
190,478,449 |
152.54 |
85,673,227 |
342.49 |
|
|
Exercisable at 31 December |
3,157,524 |
332.12 |
1,560,472 |
459.01 |
|
The weighted average share price at the time that the options were exercised during 2008 was 370.29 pence (2007: 552.20 pence). The weighted average remaining contractual life of options outstanding at the end of the year was 3.4 years (2007: 1.7 years).
The weighted average fair value of SAYE options granted during the year was £0.61 (2007: £1.07). The values for the SAYE options have been determined using a standard Black-Scholes model.
Other share option plans
Lloyds TSB Group Executive Share Plan 2003
The plan was adopted in December 2003 and under the plan share options may be granted to senior employees. Options granted to date under this scheme were granted specifically to facilitate recruitment. Options granted under this plan are not subject to any performance conditions.
|
2008 |
2007 |
||||
|---|---|---|---|---|---|
|
Number of options |
Weighted average |
Number of options |
Weighted average |
||
|
Outstanding at 1 January |
308,718 |
Nil |
357,123 |
Nil |
|
|
Granted |
681,931 |
Nil |
214,444 |
Nil |
|
|
Exercised |
(117,236) |
Nil |
(203,170) |
Nil |
|
|
Forfeited |
(15,802) |
Nil |
(59,679) |
Nil |
|
|
Outstanding at 31 December |
857,611 |
Nil |
308,718 |
Nil |
|
The weighted average fair value of options granted in the year was £2.92 (2007: £5.27). The weighted average share price at the time that the options were exercised during 2008 was 291.04 pence (2007: 539.77 pence). No options outstanding at 31 December were exercisable. The weighted average remaining contractual life of options outstanding at the end of the year was 2.5 years (2007: 1.8 years).
Lloyds TSB Group executive share plan 2005
This plan was adopted by the Group in 2005, specifically to facilitate the recruitment of Ms Dial. Ms Dial was the only participant in the plan. Options granted under this plan were not subject to any performance conditions and would have normally become exercisable if Ms Dial remained as an employee, and had not given notice of resignation, on 31 May 2008. On 28 March 2008, the Group announced that Ms Dial had decided to leave the Group and, in accordance with the terms of the plan, the options lapsed.
|
2008 |
2007 |
||||
|---|---|---|---|---|---|
|
Number of options |
Weighted average |
Number of options |
Weighted average |
||
|
Outstanding at 1 January |
242,825 |
Nil |
242,825 |
Nil |
|
|
Lapsed |
(242,825) |
Nil |
– |
– |
|
|
Outstanding at 31 December |
– |
– |
242,825 |
Nil |
|
The weighted average remaining contractual life of options outstanding at the end of 2007 was 0.9 years.
Other share plans
Long-Term Incentive Plan
The Long-Term Incentive Plan introduced in 2006 is a long-term incentive scheme aimed at delivering shareholder value by linking the receipt of shares to an improvement in the performance of the Group over a three year period. Awards are made within limits set by the rules of the plan, with the limits determining the maximum number of shares that can be awarded equating to three times annual salary, in exceptional circumstances this may increase up to four times annual salary.
The performance conditions for awards made in May and August 2006 are as follows:
(i) For 50 per cent of the award (the 'EPS Award') – the percentage increase in earnings per share of the Group (on a compound annualised basis) over the relevant period must be at least an average of 6 percentage points per annum greater than the percentage increase (if any) in the Retail Price Index over the same period. If it is less than 3 per cent per annum the EPS Award will lapse. If the increase is more than 3 per cent but less than 6 per cent per annum then the proportion of shares released will be on a straight line basis between 17.5 per cent and 100 per cent. The relevant period commenced on 1 January 2006 and ended on 31 December 2008.
(ii) For the other 50 per cent of the award (the 'TSR Award') – it will be necessary for the Group's total shareholder return (calculated by reference to both dividends and growth in share price) to exceed the median of a comparator group (14 companies) over the relevant period by an average of 7.5 per cent per annum for the TSR Award to vest in full. 17.5 per cent of the TSR Award will vest where the Group's total shareholder return is equal to median and vesting will occur on a straight line basis in between these points. Where the Group's total shareholder return is below the median of the comparator group, the TSR Award will lapse. The relevant period commenced on 1 January 2006 and ended on 31 December 2008.
The performance conditions for awards made in March and August 2007 are as follows:
(i) For 50 per cent of the award (the 'EPS Award') – the performance condition is as described for May 2006 with the relevant performance period commencing on 1 January 2007 and ending on 31 December 2009.
(ii) For the other 50 per cent of the award (the 'TSR Award') – the performance condition is as described for May 2006 with the relevant performance period commencing on 8 March 2007 (the date of the first award) and ending on 7 March 2010.
The performance conditions for awards made in March, April, August and September 2008 are as follows:
(i) For 50 per cent of the award (the EPS Award) – the performance condition is as described for May 2006 with the relevant performance period commencing on 1 January 2008 and ending on 31 December 2010.
(ii) For the other 50 per cent of the award (the TSR Award) – the performance condition is as described for May 2006, except that the comparator group comprises of 13 companies, with the relevant performance period commencing on 6 March 2008 (the date of the first award) and ending on 5 March 2011.
|
2008 |
2007 |
|
|---|---|---|
|
Outstanding at 1 January |
13,209,081 |
5,788,108 |
|
Granted |
10,519,609 |
7,884,787 |
|
Forfeited |
(1,491,408) |
(463,814) |
|
Outstanding at 31 December |
22,237,282 |
13,209,081 |
The fair value of the share awards granted in 2008 was £2.28 (2007: £3.13).
Performance share plan
Under the performance share plan, introduced during 2005, participating executives will be eligible for an award of free shares, known as performance shares, to match the bonus shares awarded as part of their 2004 and 2005 bonus. The maximum match will be two performance shares for each bonus share, awarded at the end of a three year period. The actual number of shares awarded will depend on the Group's total shareholder return performance measured over a three year period, compared to other companies in the comparator group. The maximum of two performance shares for each bonus share will be awarded only if the Group's total shareholder return performance places it first in the comparator group; one performance share for each bonus share will be granted if the Group is placed fifth; and one performance share for every two bonus shares if the Group is placed eighth (median). Between first and fifth position, and fifth and eighth position, sliding scales will apply. If the total shareholder return performance is below median, no performance shares will be awarded. There will be no retest. Whilst income tax is deducted from the bonus before deferral into the plan, where a match of performance shares is justified, these shares will be awarded as if income tax had not been deducted.
The performance condition attached to the March 2005 award was met, with the Group ranked in fifth place. Bonus shares were released on 18 March 2008, with one performance share granted for each bonus share. Performance shares were released on 10 April 2008.
|
2008 |
2007 |
|
|---|---|---|
|
Outstanding at 1 January |
1,767,594 |
1,849,102 |
|
Forfeited |
(74,691) |
(81,508) |
|
Lapsed |
(375,790) |
– |
|
Released |
(375,789) |
– |
|
Outstanding at 31 December |
941,324 |
1,767,594 |
The weighted average share price at the date the shares were released during 2008 was 446.13 pence.
The ranges of exercise prices, weighted average exercise prices, weighted average remaining contractual life and number of options outstanding for the option schemes were as follows:
|
Executive schemes |
SAYE schemes |
Other share option plans |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
|
Weighted average exercise price |
Weighted average remaining life |
Number of options |
Weighted average exercise price |
Weighted average remaining life |
Number of options |
Weighted average exercise price |
Weighted average remaining life |
Number of options |
|||
|
31 December 2008 |
|||||||||||
|
Exercise price range |
|||||||||||
|
£0 to £1 |
– |
– |
– |
– |
– |
– |
Nil |
2.5 |
857,611 |
||
|
£1 to £2 |
– |
– |
– |
139.00 |
3.5 |
178,932,603 |
– |
– |
– |
||
|
£2 to £3 |
– |
– |
– |
284.00 |
0.4 |
941,414 |
– |
– |
– |
||
|
£3 to £4 |
– |
– |
– |
344.75 |
1.9 |
7,366,320 |
– |
– |
– |
||
|
£4 to £5 |
453.77 |
5.9 |
9,132,197 |
423.49 |
2.0 |
3,200,532 |
– |
– |
– |
||
|
£5 to £6 |
551.25 |
1.2 |
741,905 |
588.50 |
0.3 |
37,580 |
– |
– |
– |
||
|
£6 to £7 |
652.30 |
2.1 |
997,326 |
– |
– |
– |
– |
– |
– |
||
|
£7 to £8 |
– |
– |
– |
– |
– |
– |
– |
– |
– |
||
|
£8 to £9 |
863.63 |
0.3 |
332,200 |
– |
– |
– |
– |
– |
– |
||
|
Executive schemes |
SAYE schemes |
Other share option plans |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
|
Weighted average exercise price |
Weighted average remaining life |
Number of options |
Weighted average exercise price |
Weighted average remaining life |
Number of options |
Weighted average exercise price |
Weighted average remaining life |
Number of options |
|||
|
31 December 2007 |
|||||||||||
|
Exercise price range |
|||||||||||
|
£0 to £2 |
– |
– |
– |
– |
– |
– |
Nil |
1.4 |
551,543 |
||
|
£2 to £3 |
– |
– |
– |
284.00 |
0.9 |
42,651,925 |
– |
– |
– |
||
|
£3 to £4 |
– |
– |
– |
353.10 |
1.9 |
15,775,539 |
– |
– |
– |
||
|
£4 to £5 |
449.34 |
6.8 |
17,898,897 |
424.23 |
2.9 |
26,525,262 |
– |
– |
– |
||
|
£5 to £6 |
551.09 |
2.2 |
815,965 |
563.65 |
0.1 |
720,501 |
– |
– |
– |
||
|
£6 to £7 |
652.47 |
3.1 |
1,114,912 |
– |
– |
– |
– |
– |
– |
||
|
£7 to £8 |
– |
– |
– |
– |
– |
– |
– |
– |
– |
||
|
£8 to £9 |
871.54 |
0.7 |
792,000 |
– |
– |
– |
– |
– |
– |
||
The fair value calculations at 31 December 2008 for grants made in the year are based on the following assumptions:
|
SAYE |
Other option |
Other share |
|
|---|---|---|---|
|
Risk-free interest rate |
3.14% |
3.90% |
4.04% |
|
Expected life |
3.2 years |
2.9 years |
3.0 years |
|
Expected volatility |
40% |
29% |
23% |
|
Expected dividend yield |
3.5% |
7.3% |
8.9% |
|
Weighted average share price |
£2.17 |
£3.67 |
£4.24 |
|
Weighted average exercise price |
£1.74 |
Nil |
Nil |
|
Expected forfeitures |
6% |
4% |
4% |
Expected volatility is a measure of the amount by which the Group's shares are expected to fluctuate during the life of an option. The expected volatility is estimated based on the historical volatility of the closing daily share price over the most recent period that is commensurate with the expected life of the option. The historical volatility is compared to the implied volatility generated from market traded options in the Group's shares to assess the reasonableness of the historical volatility and adjustments made where appropriate.
Share incentive plan
Free shares
An award of shares may be made annually to employees based on a percentage of each employee's salary in the preceding year up to a maximum of £3,000. The percentage is normally announced concurrently with the Group's annual results and the price of the shares awarded is announced at the time of award. The shares awarded are held in trust for a mandatory period of three years on the employee's behalf. The award is subject to a non-market based condition: if an employee leaves the Group within this three year period for other than a 'good' reason, all of the shares awarded will be forfeited (for awards made up to April 2005, only a portion of the shares would be forfeited: 75 per cent within one year of the award, 50 per cent within two years and 25 per cent within three years).
The number of shares awarded relating to free shares in 2008 was 8,862,823 (2007: 6,784,201), with an average fair value of £4.38 (2007: £5.82), based on the market price at the date of award.
Matching shares
The Group undertakes to match shares purchased by employees up to the value of £30 per month; these shares are held in trust for a mandatory period of three years on the employees' behalf. The award is subject to a non-market based condition: if an employee leaves within this three year period for other than a 'good' reason or the accompanying partnership shares are sold within that time, 100 per cent of the matching shares are forfeited (or the portion relating to the shares sold).
The number of shares awarded relating to matching shares in 2008 was 4,475,264 (2007: 2,073,018), with an average fair value of £2.56 (2007: £5.49), based on market prices at the date of award.