Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and, therefore, are not required to be disclosed in these financial statements. Details of transactions between the Group and other related parties are disclosed below.
During 2009, the Group paid employer's contributions amounting to $86.2 million (2008: $84.9 million; 2007: $113.4 million) to pension plans established for the benefit of its employees. As at 2 January 2010, an amount of $14.8 million (3 January 2009: $15.1 million) in respect of contributions due was included in other payables. In addition, during 2009, the Group paid benefits of $15.1 million (2008: $13.0 million; 2007: $15.6 million) to other post-employment benefit plans.
For the purposes of these disclosures, the Group regards its key management personnel as the Directors of the Company together with those persons who, in accordance with the Listing Rules of the UKLA, are regarded as discharging management responsibility.
Compensation paid or payable to key management personnel in respect of their services to the Group was as follows:
| Year ended 2 January 2010 $'000 |
Year ended 3 January 2009 $'000 |
Year ended 29 December 2007 $'000 |
|
|---|---|---|---|
| Short-term employee benefits: | |||
| – Salaries and fees | 4,928 | 6,064 | 6,667 |
| – Bonus cash | 3,397 | 1,504 | 4,080 |
| – Benefits-in-kind | 168 | 308 | 308 |
| – Social security contributions | 425 | 509 | 1,110 |
| – Termination benefits | 755 | 37 | 2,253 |
| 9,673 | 8,422 | 14,418 | |
| Share-based incentives: | |||
| – Bonus shares | 829 | 324 | 930 |
| – Deferred shares | 1,659 | 647 | 1,775 |
| 2,488 | 971 | 2,705 | |
| Pension contributions | 1,260 | 2,603 | 1,979 |
| 13,421 | 11,996 | 19,102 | |
As at 24 February 2010, the interests of key management personnel in the Company's ordinary shares were as follows:
| Ordinary shares |
Ordindary shares held as ADSs |
Total | |
|---|---|---|---|
| Directors | 3,118,808 | 108,364 | 3,227,172 |
| Other executive officers | 1,119,566 | 170,600 | 1,290,166 |
| 4,238,374 | 278,964 | 4,517,338 |
All of the above interests are beneficially owned and in aggregate comprise less than 1% of the Company's issued ordinary shares.
As at 24 February 2010, key management personnel held the following options over the Company's ordinary shares:
| Number of options held | ||||||
|---|---|---|---|---|---|---|
| Scheme | Grant date | Expiry date | Exercise price |
Directors | Other executive officers |
Total |
| Premium Priced Option | 11 February 2002 | 10 February 2012 | 197.00p | 2,538,072 | – | 2,538,072 |
| Premium Priced Option | 11 February 2002 | 10 February 2012 | 276.00p | 1,522,842 | – | 1,522,842 |
| Premium Priced Option | 11 February 2002 | 10 February 2012 | 345.00p | 1,015,228 | – | 1,015,228 |
| Ongoing Option | 11 February 2002 | 10 February 2012 | 197.00p | 550,000 | – | 550,000 |
| ESOS 4 | 17 January 2003 | 16 January 2013 | 208.25p | 1,440,576 | – | 1,440,576 |
| ESOS 4 | 18 July 2003 | 17 July 2013 | 246.50p | – | 200,000 | 200,000 |
| ESOS 4 | 1 September 2003 | 31 August 2013 | 262.75p | – | 150,000 | 150,000 |
| ESOS 4 | 12 December 2003 | 11 December 2013 | 265.75p | 1,228,880 | 335,000 | 1,563,880 |
| ESOS 4 | 29 November 2004 | 28 November 2014 | 248.75p | 1,331,030 | 440,000 | 1,771,030 |
| Sharesave scheme | 24 April 2009 | 30 November 2012 | 96.00p | 9,531 | – | 9,531 |
| Sharesave scheme | 24 April 2009 | 30 November 2014 | 96.00p | – | 16,302 | 16,302 |
| 9,636,159 | 1,141,302 | 10,777,461 | ||||
With the exception of options held under the Sharesave scheme, all options shown above have vested.
Sales to and purchases from associates were as follows:
| Year ended 2 January 2010 $ million |
Year ended 3 January 2009 $ million |
Year ended 29 December 2007 $ million |
|
|---|---|---|---|
| Sales | 4.3 | 1.0 | 0.6 |
| Purchases | (15.2) | (20.0) | (12.0) |
Amounts outstanding in respect of these transactions were as follows:
| As at 2 January 2010 $ million |
As at 3 January 2009 $ million |
|
|---|---|---|
| Receivables | 0.8 | 0.1 |
| Payables | (1.2) | (1.0) |
Sales to and purchases from entities controlled by minority shareholders were as follows:
| Year ended 2 January 2010 $ million |
Year ended 3 January 2009 $ million |
Year ended 29 December 2007 $ million |
|
|---|---|---|---|
| Sales | 26.3 | 45.2 | 46.4 |
| Purchases | (39.1) | (58.7) | (61.4) |
Amounts outstanding in respect of these transactions were as follows:
| As at 2 January 2010 $ million |
As at 3 January 2009 $ million |
|
|---|---|---|
| Receivables | 2.7 | 2.9 |
| Payables | (2.7) | (4.7) |
Dexon Investments Limited ('Dexon') is the minority shareholder in the Group's 60% owned subsidiary, Winhere LLC. During 2008, Gates Winhere Automotive Pump Products (Yantai) Co Ltd, a wholly-owned subsidiary of Winhere LLC, purchased land and buildings for $1.8 million from Winhere, a fellow subsidiary of Dexon. At 3 January 2009, there was a nil balance outstanding in respect of this transaction.
Schrader Duncan is an associate in which the Group holds a 50% interest. During the year, Tomkins plc and Cosmopolitan Investments (a fellow shareholder) each issued a guarantee in favour of the State Bank of India ('the Bank') in relation to any principal sum up to a maximum of 480 million Indian rupees ($10.2 million), together with interest and any other costs and charges due to the Bank in respect of credit facilities provided to Schrader Duncan. The Company and Cosmopolitan Investments are jointly and severally liable for the guaranteed amounts.