Rolls-Royce Annual Report 2000

Remuneration report

Page 3

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Directors’ share interests
The directors, including their immediate family, at December 31, 2000, had the following beneficial interests in the ordinary shares of the Company, including any shares held in trust under the annual performance related award scheme, the profit sharing share scheme, options and LTIP awards:

Holdings


									January 1, 2000		December 31, 2000

Sir Ralph Robins	43,103	99,611
Mr J E V Rose	21,100	117,290
Mr C H Green	88,432	100,267
Mr J M Guyette	5,194	29,826
Mr P Heiden	17,179	31,739
Mr P C Ruffles	14,821	24,821
Mr R T Turner	12,349	22,349
Mr P J Byrom	21,094	31,129
Lord Moore of Lower Marsh	17,164	22,672
Sir Robin Nicholson	17,036	17,036
Mr C G Symon	2,500	2,500
Sir John Weston	2,050	2,120

Sir Ralph Robins, Mr C H Green, Mr J M Guyette, Mr P J Byrom, Lord Moore of Lower Marsh, and Sir John Weston took 1,454; 1,815; 527; 20; 400 and 37 shares respectively instead of cash dividends in January 2001. Otherwise there has been no change in the directors’ interests between December 31, 2000 and March 1, 2001.

				Shares held in trust

	Shares held in trust under the annual performance related award scheme¹			Shares held in trust under the profit sharing share scheme²

	January 1, 2000	December 31, 2000	January 1, 2000	December 31, 2000

Sir Ralph Robins	—	17,113	—	2,743
Mr J E V Rose	—	25,402	—	3,576
Mr C H Green	—	16,043	—	2,572
Mr J M Guyette	—	17,431	—	—
Mr P Heiden	—	15,241	—	2,443
Mr P C Ruffles	—	13,369	—	2,144
Mr R T Turner	—	12,567	—	2,015

¹ Under the annual performance related award scheme, shares vest after two years (see page 30).

² Under the profit sharing share scheme, shares vest after three years (see page 31).

Conditional awards granted under the LTIP to executive directors (and which were granted in 1999) are set out below. There were no awards granted under the LTIP in 2000. The extent to which the maximum number of shares comprised in an award (as stated below) is realised will depend on the satisfaction of demanding performance conditions (see page 31).

	LTIP

	Aggregate conditional share awards 1999

Sir Ralph Robins	69,880
Mr J E V Rose	101,205
Mr C H Green	67,470
Mr P Heiden	57,831
Mr P C Ruffles	55,422
Mr R T Turner	53,012

In addition to the individual interests in shares awarded under the LTIP shown above, each of the executive directors is, for Companies Act purposes,regarded as interested in all the 3,368,794 shares held by the discretionary trust linked to the share based incentive schemes, the 2,321,587 shares held by the qualifying employee share trust and the 1,449,652 shares held by the trust linked to the Inland Revenue Approved Profit Sharing Share Scheme.
These shares are held for the purpose of satisfying awards granted under the LTIP, executive share option scheme, annual performance related award scheme, sharesave schemes and the profit sharing share scheme.

								Options

	January 1, 2000	Granted in 2000	Exercised in 2000	December 31, 2000	Exercise price	Market price at date exercised	Aggregate gains 2000 £000	Exercisable dates

Sir Ralph Robins	126,407		126,407	—	172p	250p	99	—
	125,890		125,890	—	139p	250p	140	—
	7,438			7,438¹	205p			2003
	499			499¹	194p			2003
		164,737		164,737	194p			2003 - 2010

	260,234	164,737	252,297	172,674	194p²		239


Mr J E V Rose	116,750			116,750	176p			2001 - 2005
	7,438			7,438¹	205p			2003
	947			947¹	194p			2007
		283,141		283,141	194p			2003 - 2010

	125,135	283,141		408,276	189p²


Mr C H Green	67,250			67,250	176p			2001 - 2005
	8,633		8,633¹	—	106p	194p	8	—
	4,756			4,756¹	205p			2003
	4,053			4,053¹	194p			2007
		154,441		154,441	194p			2003 - 2010

	84,692	154,441	8,633	230,500	189p²		8


Mr J M Guyette	114,581			114,581	269p			2002 - 2009
	2,721			2,721¹	194p			2002
		167,799		167,799	194p			2003 - 2010

	117,302	167,799		285,101	224p²


Mr P Heiden	66,750			66,750	176p			2001 - 2005
	7,438			7,438¹	205p			2003
	499			499¹	194p			2003
		162,163		162,163	194p			2003 - 2010

	74,687	162,163		236,850	189p²


Mr P C Ruffles	58,652			58,652	139p			2001
	80,685			80,685	125p			2001 - 2002
	66,750			66,750	176p			2001 - 2005
	4,600			4,600¹	150p			2001
	2,894			2,894¹	205p			2003
	1,098			1,098¹	194p			2003
		154,441		154,441	194p			2003 - 2010

	214,679	154,441		369,120	166p²


Mr R T Turner	105,750			105,750	176p			2001 - 2005
	6,900			6,900¹	150p			2001
	1,697			1,697¹	194p			2003
		120,979		120,979	194p			2003 - 2010

	114,347	120,979		235,326	185p²

¹ Sharesave schemes.

² Weighted average exercise price of December 31, 2000 balance.

No director exercised any share options in 1999 and accordingly no gains were made.

All of the outstanding options awarded under the executive share option scheme were granted at the market value on the date of issue and no discount was applied.

The closing market price of the Company’s ordinary shares ranged between 161p and 261p during 2000 and was 198.25p on December 31, 2000.

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