Annual report and financial statements 2008

Remuneration report

Part 1: Unaudited information

What is the shareholding policy for executive directors?

The current shareholding policy for executive directors was introduced from 1 June 2002. All executive directors are required to hold a defined percentage of salary (200% for Chief Executive and 100% for all other executive directors) within a five-year period from their date of appointment. The relevant salary is at date of appointment and the share market value is measured at the current date. Currently, all executive directors have either met, or are on target to meet, their required shareholding.

What are the directors’ interests in the Company?

The beneficial interests of the directors and connected persons in the shares of the Company are shown below. Options granted under the SAYE scheme and the Executive Share Options Scheme and shares awarded under the Deferred Share Bonus Plan and Performance Share Plan are shown in Part 2 of this report. Further information regarding employee share option schemes is given in note 12 to the financial statements of the Annual report.

There have been no other changes in the directors’ interests in shares or options granted by the Company and its subsidiaries between the end of the financial year and 6 May 2008, one month prior to the Notice of the Annual General Meeting, other than that noted below in respect of Lord Burns. No director had an interest in any of the Company’s subsidiaries at the beginning or end of the year.

Name Ordinary shares as at
29 March 2008		 Ordinary shares as at 1 April
2007 or at date of appointment
Kate Bostock 71,086 71,086
Lord Burns1 46,951 12,275
Jeremy Darroch 2,000 2,000
Ian Dyson 100,000 60,000
Steven Esom 24,360 24,360
Martha Lane Fox 15,000 0
Steven Holliday 2,500 2,500
Sir David Michels 28,750 4,000
Louise Patten 8,000 8,000
Sir Stuart Rose 750,416 500,416
Steven Sharp 83,643 28,473

1 Lord Burns bought 3,856 shares on 1 April 2008 under the terms of his appointment, being the purchase of shares on a quarterly basis, using approximately 25% of his net fee from the Company, increasing his shareholding to 50,807 ordinary shares.

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