Non-executive Directors’ Remuneration

The fees for non-executive directors are reviewed annually by the Board after considering recommendations by the executive directors. Since 1 June 1996, non-executive directors’ fees have been £25,000 per annum and £45,000 per annum for the deputy chairman. The chairman’s fee was increased to £175,000 per annum from 1 June 1997. In addition, Sandy Stewart as chairman of the supervisory board of the Scottish Amicable Insurance Fund and Michael Abrahams as a non-executive director of Scottish Amicable Life plc receive fees of £25,000 and £20,000 per annum, respectively. Non-executive directors do not have service contracts and are not eligible for the annual bonus, the long-term incentive scheme or pensions, except that the one director appointed prior to 1988, Michael Abrahams, remains a member of the Prudential Staff Pension Scheme.

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Directors’ Remuneration	Salary/Fees £000	Annual Bonus £000	Benefits £000	Total 1998 £000	Total 1997 £000
Executive directors
Keith Bedell-Pearce	275	75	27	377	336
Jonathan Bloomer	347	99	30	476	457
Sir Peter Davis	513	148	28	689	655
Derek Higgs	347	172	19	538	486
Jim Sutcliffe (resigned 30/9/97)(note 2)					359
Total executive directors	1,482	494	104	2,080	2,293
Non-executive directors
Michael Abrahams	65			65	50
Ann Burdus	25			25	25
Niall FitzGerald (note 3)	25			25	25
Lord Gillmore	25			25	25
Sir Martin Jacomb	175		12	187	186
Sandy Stewart (appointed 9/10/97)	50			50	12
Andrew Teare (retired 7/5/98)	9			9	25
Total non-executive directors	374		12	386	348
Overall total	1,856	494	116	2,466
Overall total 1997	1,884	599	158		2,641
Notes:
1. The highest paid director was Sir Peter Davis whose emoluments, including the value of shares allocated to him (but not released until April 2000) under the long-term incentive plan, were £1,501,000. Additionally, the Company made pension contributions of £204,000 on his behalf. This amount comprised contributions of £182,000 to a Funded Unapproved Retirement Benefit Scheme and £22,000 to the Prudential Staff Pension Scheme and a separate life assurance scheme. Last year the highest paid director was Jim Sutcliffe whose emoluments, including gains of £539,000 on share options exercised and the value of £98,000 of shares allocated to him under the long-term incentive plan, were £996,000. His accrued pension entitlement at the date he ceased to be a director was £101,000.
2. In 1997, Jim Sutcliffe received compensation for loss of office, including the value of benefits, totalling £343,000 plus pension service credit up to the date he commenced alternative employment.
3. Fees in respect of Niall FitzGerald are paid to his employer.
4. The annual bonus reflects the total award under the Share Participation Plan, including the cost of the shares lodged by the Company with the Plan Trustees.