Annual Report & Accounts 2010

Report of the Remuneration Committee: Part 3

Share Schemes

Interests in Share Options

Details of outstanding share options at 31 March 2010:

Name of Director	Scheme	Date of grant	Exercise price (pence)	Exercise period	Number of options at 31 March 2010	Options exercised in period	Options lapsed in period
F M Elkins	2008 S	27.6.08	327.55	01.9.11 – 28.2.12	2,869	Nil	Nil
	2004 E	01.6.07	175.83	01.6.07 – 01.6.14	11,400	Nil	Nil
	2007 P	21.6.07	n/a	31.3.10	13,972	Nil	Nil
	2008 P	20.6.08	n/a	31.3.11	37,722	Nil	Nil
	2009 P	19.6.09	n/a	31.3.12	51,873	Nil	Nil
J R Murray	2006 P	21.6.06	n/a	31.3.09	Nil	44,125	Nil
	2007 P	21.6.07	n/a	31.3.10	31,286	Nil	Nil
	2008 P	20.6.08	n/a	31.3.11	75,444	Nil	Nil
	2009 P	19.6.09	n/a	31.3.12	101,825	Nil	Nil
G Slark	2006 P	21.6.06	n/a	31.3.09	Nil	56,438	Nil
	2007 P	21.6.07	n/a	31.3.10	64,870	Nil	Nil
	2008 P	20.6.08	n/a	31.3.11	112,426	Nil	Nil
	2009 P	19.6.09	n/a	31.3.12	153,698	Nil	Nil
Total					657,385	100,563	Nil

Notes

(i)Type S is a SAYE scheme, Type E is an Approved and Unapproved Scheme and Type P is the Performance Share Plan.

(ii)The market price of shares at 31 March 2010 was 285p and the range during the year was 238p to 328p per share.

(iii)The Group uses the Black-Scholes valuation model to determine fair value for the options granted to both Directors and employees. Extracts of the assumptions used in the model can be found in note 19.

(iv)The Performance Share Plan only vests after approval by the Remuneration Committee, whose meeting is scheduled towards the end of May.

(v)Mr A Ball’s 2007, 2008 and 2009 Performance Share Plan shares lapsed on his resignation from the Company.

Directors’ Interests

The Directors have notified the Group of the interests of themselves and their families in the Ordinary Share capital of the Group (expressed in number of shares of 5 pence each) as shown below:

Name of Director	Shares held 31 March 2010**	Share options outstanding 31 March 2010**	Shares held 31 March 2009*	Share options outstanding 31 March 2009*
A Ball	37,106	Nil	22,073	104,372
F M Elkins	22,003	117,836	22,003	117,836
R J Harrison	4,000	Nil	4,000	Nil
J R Murray	101,015	208,555	50,000	150,855
T Osbaldiston	Nil	Nil	Nil	Nil
G Slark	156,630	330,994	113,332	233,734
P T Warry	52,936	Nil	52,936	Nil

* or at date of appointment

** or at date of cessation of appointment

The following tables detail the options exercised by Directors during the past two years:

2010 Name of Director	Scheme	Number of options	Exercise price (£)	Market value at exercise date (£)	Gains on exercise 2010 (£)
A Ball	2006 P	20,000	Nil	53,992	53,992
A Ball	2006 S	3,233	2.8913	10,022	675
F M Elkins	2006 P	17,692	Nil	47,761	47,761
J R Murray	2006 P	44,125	Nil	119,120	119,120
G Slark	2006 P	56,438	Nil	152,360	152,360
Total		141,488		383,255	373,908

2009 Name of Director	Scheme	Number of options	Exercise price (£)	Market value at exercise date (£)	Gains on exercise 2009 (£)
A Ball	2005 P	22,159	Nil	78,992	78,992
G Slark	2005 P	45,478	Nil	162,118	162,118
Total		67,637		241,110	241,110

Director’s Pension

The increase in transfer values and accrued benefits for the Executive Director accruing retirement benefits under the Defined Benefit Pension Scheme, along with the accrued pension payable per annum at normal retirement age of 62, are shown below.

The accrued pension payable represents the entitlement payable annually on retirement in respect of service to the end of the year. The calculations exclude the effects of future inflation. The transfer value of the increase in accrued pensions in the year has been calculated in accordance with Actuarial Guidance Note GN11. The transfer values disclosed do not represent a sum paid or payable to the individual Director, instead they represent a potential liability of the Pension Scheme. Directors contribute 7% of pensionable salary to the Pension Scheme. The contributions have been excluded from the transfer values in the table below. The Director has the option to pay Additional Voluntary Contributions in respect of which neither the contribution nor the benefits are included in the table below.

	The large and medium sized Companies and Groups (Accounts and Reports) Regulations 2008						Listing Rules
	Pension accumulated 2010 £000	Increase in pension 2010 £000	Transfer value 2010 £000	Transfer value 2009 £000	Increase in transfer value 2010 (excluding member contributions) £000		Pension accumulated 2010 £000	Increase in pension 2010 (net of revaluation) £000	Transfer value of the increase 2010 (excluding member contributions) £000
G Slark	23	2	226	192	25		23	2	16

Annual General Meeting Approval

The shareholders will be invited to approve the Report of the Remuneration Committee at the 2010 Annual General Meeting.

R J Harrison, OBE

Chairman of the Remuneration Committee
25 May 2010