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Annual Report & Accounts 2012 - REPORT OF THE REMUNERATION COMMITTEE
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H ANNUAL REPORT 2012 o l d i n g G~VC s Bonus Dividend related Total 2012 Total 2011 € € € Executive Directors K Alexander 826,698 826,698 789,938 R Cooper 413,349 413,349 426,465 Non-Executive Directors L Feldman 413,349 413,349 228,894 N Blythe-Tinker 19,500 19,500 15,000 1,672,896 1,672,896 1,460,297 Further details can be found in the annual bonus summary on page 57. Reinvestment criteria for Directors' bonuses The Directors are under an obligation to re-invest not less than 20% of the post-tax amount of bonus received by them. This reinvestment can take the form of either purchasing shares in the open market, or through the exercise of share options whereby the Company receives the re-investment funds and issues shares. At 31 December 2012, K Alexander and R Cooper had invested more than they were required to by €146k and €79k respectively. L Feldman had not been able to top-up his investment by the €25k required as, due to the Sportingbet bid, none of the executives were permitted to transact in the Company's securities. K Alexander R Cooper L Feldman N Blythe-Tinker Share option base 1,600,000 800,000 800,000 75,000 Dividend per share €0.26 €0.26 €0.26 €0.26 Dividend bonus €416,000* €208,000* €208,000 €19,500 Dividend bonus on payment of a dividend greater than €0.2599 €410,698^ €205,349^ €205,349 €0 €826,698 €413,349 €413,349 €19,500 * €240,000 of the amount due to K Alexander and €120,000 of the amount due to R Cooper earned in the financial year on payment to shareholders of the €0.15 interim dividend in November did not trigger a bonus payment to the Directors in accordance to the bonus scheme. The Directors have agreed that any entitlement to payments under this bonus arrangement will not arise until the earlier of: (i) payment of a dividend by 30 November 2013; (ii) the GVC Shares ceasing to be traded on AIM; and/or (iii) the relevant GVC Director's employment and/or office with GVC being terminated by GVC for whatever reason or the relevant GVC Director's employment terminating by reason of their resignation for "good reason". From the date on which the November 2012 dividend was paid to the GVC Shareholders to the date on which the bonus is paid to the relevant GVC Director, interest will accrue on the amount due to the relevant GVC Director at a rate of 5 per cent. per annum. ^ The Executive Directors have agreed that any entitlement to payments under this bonus arrangement earned in the financial year will not arise until the earlier of: (i) payment of a dividend by 30 November 2013; (ii) the GVC Shares ceasing to be traded on AIM; and/or (iii) the relevant GVC Director's employment and/or office with GVC being terminated by GVC for whatever reason or the relevant GVC Director's employment terminating by reason of their resignation for "good reason". Interest will accrue on the amount due to the relevant GVC Director under this bonus arrangement at a rate of 5 per cent. per annum from the month following the declaration of a dividend until the bonus is paid. 58 REPORT OF THE REMUNERATION COMMITTEE continued