The interests, all beneficial, of those who were directors at 31 December 2008 in shares in Lloyds Banking Group were:
| At 1 January 2008 |
At 31 December |
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.
| At |
Granted |
Exercised |
Lapsed |
At |
Exercise |
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 |
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 |
– |
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 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. |
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 |
Released |
At |
At |
Vested |
Lapsed |
At |
Award |
Bonus shares |
||||||
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. |
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 |
Awarded |
Lapsed |
At |
Year of |
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.