Remuneration report

Audited directors’ remuneration /

  Salary
and Fees
£’000(a)		 Benefits
£’000(b)		 Annual
Cash
Bonus
£’000(c)		 Total
2010
£’000		 Total
2009
£’000		 Pensions
2010
£’000		 Pensions
2009
£’000
John Brady
(appointed 01.08.09)		 45 – – 45 19 – –
Jerry Buhlmann 662 21 369 1,052 850 172 124
Simon Laffin
(appointed 01.08.09)		 55 – – 55 21 – –
Harold Mitchell
(appointed 15.12.10)		 – – – – – – –
John Napier 500 16 – 516 510 – –
Robert Philpott
(appointed 18.03.10)		 355 16 223 594 – 112 –
Nick Priday
(appointed 01.09.09)		 283 23 148 454 92 71 21
Martin Read
(appointed 01.08.09)		 45 – – 45 19 – –
Charles Strauss 55 – – 55 55 – –
Lorraine Trainer 55 – – 55 49 – –
Former directors – – – – 1701 – 93
TOTALS 2,055 76 740 2,871 3,316 355 238

The figures above relate to remuneration earned by directors during the year or, if shorter, their term of office during the year.

Notes:
(a) The fee payable in respect of Simon Laffin’s services is paid to Simon Laffin Business Services Limited.
(b) Executive directors’ benefits relate generally to the provision of car cash allowance, life assurance and various disability and health insurances. John Napier receives an accommodation allowance with effect from 11 July 2010 of £33,000 (gross) per annum.
(c) The main terms of the bonus schemes are summarised within this section.

It is the Board’s policy that executive directors with external non-executive positions are allowed to retain any fees from such positions. In general, before an executive director may accept an external non-executive position permission must be sought from the chairman who will take into consideration the amount of time involvement required by the role. Apart from Harold Mitchell, who holds non-executive directorships at Crown Limited in Australia and in various community organisations referred to in his biography in the Board of directors, none of the executive directors holds any external non-executive appointments.

Except as disclosed in Note 32 to the financial statements, none of the directors was materially or beneficially interested in any contract of significance with the Company or any of its subsidiary undertakings during or at the end of the financial year ended 31 December 2010.

Directors’ share interests /

The interests of the directors (including the interests of “connected persons” of the directors (as defined in the Disclosure and Transparency Rules), in the ordinary shares of the Company were as follows:

  16 March
2011		 31 December
2010		 1 January
2010*
John Brady 30,000 30,000 –
Jerry Buhlmann 265,890 265,890 228,823
Simon Laffin 10,000 10,000 –
Harold Mitchell (appointed 15.12.10) 48,125,266 48,125,266 48,125,266
John Napier 100,000 100,000 100,000
Robert Philpott (appointed 18.3.10) 186,572 186,572 167,604
Nick Priday 2,046 2,046 –
Martin Read 15,000 15,000 –
Charles Strauss 40,000 40,000 40,000
Lorraine Trainer 33,200 33,200 33,200
* or at date of appointment if later than 1 January 2010

As at 16 March 2011 Jerry Buhlmann, Robert Philpott and Nick Priday were also deemed to have an interest in the 28,411,546 ordinary shares held by the Trustee of the Aegis Group Employee Share Trust, as potential beneficiaries under that Trust.

Dilution /

Investor guidelines recommend that the number of newly-issued shares used to satisfy awards under all share plans over any ten year period should be limited to 10% of a company’s issued share capital. If all options granted had become exercisable on 31 December 2010 and new issue shares had been used to satisfy all exercises, the dilution would have been 3.36% of issued share capital.

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