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ANNUAL REPORT AND ACCOUNTS 2008

Directors' remuneration report

Directors' interests

The interests, all beneficial, of those who were directors at 31 December 2008 in shares in Lloyds Banking Group were:

Shares

 

At 1 January 2008
(or later date of
appointment)

At 31 December
2008

At 26 February*

2009

Executive directors

     

J E Daniels

166,023

423,018

607,514

A G Kane

137,000

204,061

293,523

G T Tate

8,112

75,072

108,315

T J W Tookey

2,252

2,493

4,186

H A Weir

10,511

61,822

89,306

Non-executive directors

     

Sir Victor Blank

200,000

301,199

433,528

W C G Berndt

170,000

170,000

243,899

Ewan Brown

4,677

95,074

136,402

J P du Plessis

10,000

50,000

71,735

P N Green

5,000

5,000

7,173

Sir Julian Horn-Smith

5,000

5,000

7,173

Lord Leitch

10,000

10,000

14,347

Sir David Manning

4,500

4,500

6,456

C J McCall

M A Scicluna

10,000

14,461

*The changes in beneficial interests between 31 December 2008 and 26 February 2009 related to applications made under the Placing and Open Offer, the Scheme of Arrangement relating to the acquisition of HBOS plc and 'partnership' and 'matching' shares acquired under the Lloyds TSB Group Shareplan.

Interests in share options

At
1 January
2008
(or later date
of appointment)

Granted
during
the year

Exercised
during
the year

Lapsed
during
the year

At
31 December
2008

Exercise
price

   

Notes

 

Exercise periods

 

From

To

J E Daniels

939,177

   

807,693

131,484

419.25p

 

18/3/2007

17/3/2014

d, f

 

521,876

   

91,329

430,547

474.25p

 

17/3/2008

16/3/2015

e, f

 

2,236

   

2,236

 

418p

 

1/6/2009

30/11/2009

a, n

   

6,906

   

6,906

139p

 

1/1/2012

30/6/2012

a, h

A G Kane

50,000

   

50,000

 

880p

 

4/3/2001

3/3/2008

b, j

 

27,000

     

27,000

887.5p

 

4/3/2002

3/3/2009

b, g

 

64,786

     

64,786

549.5p

 

6/3/2003

5/3/2010

c, g

 

11,841

     

11,841

615.5p

 

8/8/2003

7/8/2010

c, g

 

34,759

     

34,759

655p

 

6/3/2004

5/3/2011

c, g

 

5,783

 

5,783

 

284p

 

1/6/2008

30/11/2008

a, k

 

523,255

   

450,000

73,255

419.25p

 

18/3/2007

17/3/2014

d, f

 

300,474

   

52,583

247,891

474.25p

 

17/3/2008

16/3/2015

e, f

   

6,906

   

6,906

139p

 

1/1/2012

30/6/2012

a, h

G T Tate

268,336

   

203,936

64,400

419.25p

 

18/3/2007

17/3/2014

d, f

 

195,409

   

168,052

27,357

403p

 

12/8/2007

11/8/2014

d, f

 

300,474

   

52,583

247,891

474.25p

 

17/3/2008

16/3/2015

e, f

 

3,851

   

3,851

 

418p

 

1/6/2011

30/11/2011

a, n

   

6,906

   

6,906

139p

 

1/1/2012

30/6/2012

a, h

T J W Tookey

2,798

   

2,798

 

343p

 

1/6/2011

30/11/2011

a, n

   

6,906

   

6,906

139p

 

1/1/2012

30/6/2012

a, h

H A Weir

556,208

   

478,340

77,868

424.75p

 

29/4/2007

28/4/2014

d, f

 

5,093

   

5,093

 

321p

 

1/11/2009

30/4/2010

a, n

 

300,474

   

52,583

247,891

474.25p

 

17/3/2008

16/3/2015

e, f

   

6,906

   

6,906

139p

 

1/1/2012

30/6/2012

a, h

Sir Victor Blank

 

4,897

 

4,897

 

343p

 

1/6/2013

30/11/2013

a, n

   

6,906

   

6,906

139p

 

1/1/2012

30/6/2012

a, h

Other share plan

               

T J W Tookey

35,305

35,305

(Other shareplans)

20/4/2009

19/10/2009

h

Former directors who served during 2008

M E Fairey

48,000

   

48,000

 

859.5p

 

15/5/2001

14/5/2008

b, f, j

 

57,000

     

57,000

817p

 

2/8/2002

1/8/2009

b, g

 

85,896

     

85,896

549.5p

 

6/3/2003

5/3/2010

c, g

 

10,931

     

10,931

615.5p

 

8/8/2003

7/8/2010

c, g

 

42,884

     

42,884

655p

 

6/3/2004

5/3/2011

c, g

 

555,992

   

478,154

77,838

419.25p

 

18/3/2007

17/3/2014

d, f

 

344,754

   

60,332

284,422

474.25p

 

17/3/2008

16/3/2015

e, f

1,789

1,789†

418p

1/6/2009

30/11/2009

a, h

T A Dial

464,134

464,134

0

474p

11/8/2008

10/8/2015

e, h, m

Other share plan

T A Dial

242,825

242,825

(Other shareplans)

1/6/2008

30/11/2008

i

Funds from this Sharesave option were repaid to Mr Fairey after he left the board.

Notes:

a) Sharesave.

b) Executive option granted between March 1998 and August 1999.

c) Executive option granted between March 2000 and March 2001.

d) Executive option granted between March 2004 and August 2004.

e) Executive options granted from March 2005.

f) Exercisable to the extent at which the performance condition vested.

g) Not exercisable as the performance conditions had not been met.

h) Not exercisable as the option has not been held for the period required by the relevant scheme.

i) Option lapsed on notice of resignation tendered prior to 31 May 2008.

j) Option lapsed as not exercised by 10th anniversary of date of grant.

k) Mr Kane exercised his 2003A Sharesave option on 7 August 2008. Market price on day of exercise was 318.75p. In that regard Mr Kane made a gain of £2,009.59.

l) Exercisable Sharesave option.

m) Lapsed on resignation.

n) Cancelled Sharesave option.

Mr Fairey retired from the Group on 30 June 2008.

Mr Tookey was appointed to the board on 30 October 2008.

Ms Dial resigned from the board on 18 April 2008 and left the Group on 30 June 2008.

The market price for a share in the Company at 1 January 2008 and 31 December 2008 was 467.5p and 126p, respectively. The range of prices between 1 January 2008 and 31 December 2008 was 118.5p to 483.1229p.

None of the other directors at 31 December 2008 had options to acquire shares in Lloyds TSB Group plc or its subsidiaries.

The following table contains information on the performance conditions for executive options granted since 1998. The remuneration committee chose the relevant performance condition because it was felt to be challenging, aligned to shareholders' interests and appropriate at the time.

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 plus a further condition that the Company's ranking based on TSR over the relevant period should be in the top 50 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.

March 2004 – August 2004

That the Company's ranking based on TSR over the relevant period against a comparator group
(17 UK and international financial services companies including Lloyds TSB) must be at least ninth, when 14 per cent of the option will be exercisable. If the Company is ranked first in the group, then 100 per cent of the option will be exercisable and if ranked tenth or below the performance condition is not met.

Options granted in 2004 became exercisable as the performance condition was met on the re-test. The performance condition vested at 24 per cent for Mr Tate's March option and at 14 per cent for all other options granted to executive directors during 2004.

March 2005 – August 2005

That the Company's ranking based on TSR over the relevant period against a comparator group (15 companies including Lloyds TSB) must be at least eighth, when 30 per cent of the option will be exercisable. If the Company is ranked first to fourth position in the group, then 100 per cent of the option will be exercisable and if ranked ninth or below, the performance condition is not met.

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 to executive directors.

Lloyds TSB performance share plan

Under the plan, executive directors were required to defer 50 per cent of their bonus awards in 2005 and 2006 into shares in the Company, known as bonus shares. The number of bonus shares awarded was calculated after the deduction of income tax and national insurance from the deferred element of the bonus.

The bonus shares are held on behalf of the executive for a period of three years before release.

Executives received a further award of 'performance shares' on the basis of two performance shares for each bonus share. The receipt of the performance shares is dependent on the satisfaction of a TSR performance condition measured over three financial years of the Company.

The following table details the number of bonus and performance shares released in respect of their 2004 bonus and the number of bonus and performance shares remaining under the plan relating to the 2005 bonus.

 

Bonus shares

 

Performance shares

     

At
1 January
2008

Released
18 March
2008

At
31 December
2008

 

At
1 January
2008

Vested
10 April
2008

Lapsed
10 April
2008

At
31 December
2008

Award
price

Bonus shares
release
date

J E Daniels

57,737

57,737

   

195,720

97,860

97,860

479p

18/3/2008

 

50,944

50,944

 

172,694

   

172,694

566.10p

20/3/2009

A G Kane

22,171

22,171

   

75,156

37,578

37,578

479p

18/3/2008

 

20,531

20,531

 

69,598

   

69,598

566.10p

20/3/2009

G T Tate

22,710

22,710

   

76,982

38,491

38,491

479p

18/3/2008

 

27,358

27,358

 

92,738

   

92,738

566.10p

20/3/2009

H A Weir

16,628

16,628

   

56,366

28,183

28,183

479p

18/3/2008

 

20,062

20,062

 

68,008

   

68,008

566.10p

20/3/2009

Former directors who served during 2008

M E Fairey

31,901

31,901

 

108,140

54,070

54,070

479p

18/3/2008

 

22,459*

 

 

76,134

   

76,134

566.10p

20/3/2009

T A Dial

16,909*

 

0

 

57,322**

n/a

n/a

0

566.10p

20/3/2009

*Bonus shares released in June 2008.

**Performance Shares lapsed on resignation.

The following table contains information on the performance conditions for performance shares. The remuneration committee chose the relevant performance condition because it was felt to be challenging, aligned to shareholders' interests and appropriate at the time.

Performance shares awarded

Performance conditions

March 2005 and March 2006

That the Company's ranking based on TSR over the relevant period against a comparator group (15 companies including Lloyds TSB) must be at least eighth for any shares to be received. If ranked ninth or below no shares would be received. The maximum of two performance shares for each bonus share will be awarded only if the Company is first in the comparator group; one performance share will be awarded for each bonus share if the Company is placed fifth; and one performance share for every two bonus shares if the Company is placed eighth. Between first and fifth positions and fifth and eighth positions a sliding scale will apply.

Whilst income tax was deducted from the deferred bonus before the conversion to bonus shares, where a match of performance shares is justified, these shares will be awarded as if income tax had not been deducted. This maintains the original design of the plan prior to the issue of guidance from HM Revenue & Customs in December 2004.

The performance condition attached to the March 2005 award was met, with Lloyds TSB ranked in fifth place. Bonus shares were released on 18 March 2008, with one performance share awarded for every bonus share. Performance shares were released on 10 April 2008.

Lloyds TSB long-term incentive plan

The following are conditional share awards available under the plan. Further information regarding this plan can be found in Long term incentive award within Remuneration for 2009.

At
1 January
2008

Awarded
during
the year

Lapsed
during
the year

At
31 December
2008

Year of
vesting

Notes

J E Daniels

507,692

   

507,692

2009

 
 

534,322

   

534,322

2010

 
   

838,735

 

838,735

2011

b

A G Kane

288,460

   

288,460

2009

 
 

306,122

   

306,122

2010

 
   

413,309

 

413,309

2011

a

G T Tate

297,114

   

297,114

2009

 
 

333,951

   

333,951

2010

 
   

518,638

 

518,638

2011

b

T J W Tookey

54,258

   

54,258

2009

 
 

52,875

   

52,875

2010

 
   

71,220

 

71,220

2011

a

H A Weir

288,460

   

288,460

2009

 
 

320,037

   

320,037

2010

 
   

506,482

 

506,482

2011

b

Former Directors who served during 2008

M E Fairey†

328,846

   

328,846

2009

 
 

333,951

   

333,951

2010

c

T A Dial††

328,846

 

328,846

2009

d

 

347,866

 

347,866

2010

d

a) share price for the award made 6 March 2008 was 428.25p.

b) share price for the award made 4 April 2008 was 462.75p.

c) Mr Fairey’s LTIP awards will continue to vesting dates, but will be pro-rated depending on the number of months worked during each award. For the award made on 12 May 2006, this would be 30 months. For the award made on 8 March 2007, the half subject to the EPS performance condition would be over 18 months and the half subject to the TSR performance condition would be over 16 months.

d) Ms Dial’s LTIP awards lapsed following her resignation from the Group.

The following table contains information on the performance conditions for awards made under the long-term incentive plan. The remuneration committee chose the relevant performance conditions because they were felt to be challenging, aligned to shareholders' interests and appropriate at the time.

LTIP award

Performance conditions

May 2006

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 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 ends on 31 December 2008.

For the other 50 per cent of the award (the 'TSR Award') – it will be necessary for the Company's TSR 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 Company's TSR is equal to median and vesting will occur on a straight line basis in between these points. Where the Company's TSR 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.

March 2007

For 50 per cent of the award (the 'EPS Award') – the performance condition was as described for May 2006 with the relevant performance period commencing on 1 January 2007 and ending on 31 December 2009.

For the other 50 per cent of the award (the 'TSR Award') – the performance condition was as described for May 2006 with the relevant performance period commencing on 8 March 2007 (the date of award) and ending on 7 March 2010.

March and April 2008

For 50 per cent of the award (the 'EPS Award') – the performance condition was as described for May 2006 with the relevant performance period commencing on 1 January 2008 and ending on 31 December 2010.

For the other 50 per cent of the award (the 'TSR Award') – the performance condition was as described for May 2006 with the relevant performance period commencing on 6 March 2008 (the date of the March award) and ending on 5 March 2011.

Alithos Limited provided information for the testing of the TSR performance conditions for the Company's long-term incentive schemes. EPS is the Group's normalised earnings per share as shown in the Group's report and accounts, subject to such adjustments as the remuneration committee regards as necessary for consistency.

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