Part B: Audited information

(a) Directors' remuneration

The following section provides details of the remuneration, pension and share interests of the Directors for the 52 weeks to 27 November 2011 and has been audited.


Salaries
and fees
2011
£'000
Benefits in
kind1
2011
£'000
Annual
bonus
2011
£'000
Total
2011
£'000
Total
(restated)2
2010
£'000
Executive Directors




Tim Steiner 350 4 0 354 574
Jason Gissing 250 3 0 253 403
Andrew Bracey 250 3 0 253 403
Neill Abrams5 200 3 0 203 322
Non-Executive Directors




Lord Grade 100 100 200
David Grigson 62 62 37
David Young 48 48 37
Ruth Anderson 50 50 30
Robert Gorrie3 40 40 20
Jörn Rausing4 40 40
Douglas McCallum 7 7
Patrick Lewis 8 8 14
Total 1,405 13 1,418 2,040
  1. Benefits in kind comprise private medical and life insurance.
  2. Total remuneration for 2010 has been restated to exclude employer's National Insurance and Company pension contributions.
  3. In addition to his role as a Non-Executive Director, Robert Gorrie provides consultancy services to the Group and chairs the meetings of the Ocado Council. He provides these services through Robert Gorrie Limited (of which he is the sole shareholder) and is paid a per diem fee for these services. These fees are included in related party transactions with key management personnel in Note 5.4 to the consolidated financial statements
  4. In addition to his annual salary in the current period, Jörn Rausing received £20,000 relating to unpaid accrued amounts from the previous financial year.
  5. In addition to his role as Executive Director of the Company, Neill Abrams is an alternate non-executive director of Mr Price Group Limited, listed on the Johannesburg Stock Exchange (registration number 1933/004418/06, incorporated in the Republic of South Africa). The role does not involve any remuneration paid or payable to Neill Abrams and consequently there is nothing to disclose under provision D.1.2 of the 2010 Code.

In addition to the emoluments detailed above, £130,000 (2010: £176,000) has been charged to the income statement in respect of Directors' share-based payments.

Pension

Total pension contributions made on behalf of Directors to the defined contribution Group personal pension scheme (which is administered by Standard Life) were as follows:


Director
2011
£'000
2010
£'000
Tim Steiner 28 28
Jason Gissing 20 20
Neill Abrams 16 16
Andrew Bracey 4
68 64

(b) Directors' interests in share option and share ownership schemes

ESOS

The Directors have, as at period end, the following options over ordinary shares in the Company which they were awarded (without payment) under the Group's ESOS:

DirectorDate of
issue
27 November
2011
Exercise
price (£)
28 November
2010
Exercise
price (£)
Exercise period
Tim Steiner May-05 200,000 1.15 200,000 1.15 16/05/08 - 15/05/15
Neill Abrams May-02 175,000 1.00 175,000 1.00 07/02/05 - 06/02/12

May-02 175,000 1.50 175,000 1.50 07/02/05 - 06/02/12

Nov-03 100,000 0.90 100,000 0.90 30/11/06 - 29/11/13

May-05 100,000 1.15 100,000 1.15 16/05/08 - 15/05/15
Andrew Bracey Nov-09 46,296 1.35 46,296 1.35 16/11/12 - 15/11/19
Jason Gissing May-05 200,000 1.15 200,000 1.15 16/05/08 - 15/05/15
Robert Gorrie May-02 175,000 1.50 175,000 1.50 07/02/05 - 06/02/12

Details of the movement in the number of share options outstanding during each period are as follows:


27 November 201128 November 2010
Number
of share
options
Weighted
average
exercise
price (£)
Number
of share
options
Weighted
average
exercise
price (£)
Outstanding at the beginning of the period 1,171,296 1.22 1,646,296 1.17
Granted during the period
Forfeited during the period (200,000) 1.15
Exercised during the period (275,000) 0.96
Outstanding at the end of the period 1,171,296 1.22 1,171,296 1.22
Exercisable at the end of the period 1,125,000 1.21 1,125,000 1.21

No options were exercised by Directors during the period and consequently the aggregate of gains made by Directors on the exercise of options during the period was nil. Following the period end, Neill Abrams exercised 175,000 options at an exercise price of 100.00 pence per ordinary share, as noted above. After selling 171,646 ordinary shares to fund the cost of exercise, he retained the balance of 3,354 ordinary shares and therefore no proceeds from the sale of shares were payable to him in respect of these exercised options.

During the prior period Robert Gorrie exercised 2,750 options before the Group's restructuring, realising gains of £106,000. These options were granted to him before the commencement of his role as a Non-Executive Director. The Company does not include options in remuneration paid to Non-Executive Directors.

There were no options issued under the Group's ESOS to the Directors during the period (2010: nil).

No options in the ESOS held by the Directors lapsed during the period. However, following the period end 175,000 options held by Neill Abrams and 175,000 options held by Robert Gorrie, both noted in the table above, were not exercised by them and consequently lapsed. The 46,296 options held by Andrew Bracey will automatically lapse when he leaves the Company following the date of this annual report.

Non-employee share options

In addition to the options over ordinary shares pursuant to the Group's ESOS detailed above, Andrew Bracey has the following options over ordinary shares of the Company:


Date of
issue
27 November
2011
Exercise
price (£)
28 November
2010
Exercise
price (£)
Exercise period
Andrew Bracey Feb-02 886,700 0.90 886,700 0.90 04/02/02 - 04/02/17
Jan-04 435,300 1.03 435,300 1.03 03/01/04 - 03/01/18

There are no performance criteria attached to these non-employee share options.

JSOS

At the end of the period the Executive Directors' interests in ordinary shares in the Company pursuant to the Group's JSOS were as follows:

DirectorDate of issue27 November
2011
Hurdle
price (£)
28 November
2010
Hurdle
price (£)
Exercise period
Tim Steiner Feb-10 2,513,100 1.73 2,513,100 1.73 01/01/11 - 01/01/19

Feb-10 2,513,100 1.91 2,513,100 1.91 01/01/12 - 01/01/19

Feb-10 2,513,100 2.08 2,513,100 2.08 01/01/13 - 01/01/19

Feb-10 2,513,000 2.28 2,513,000 2.28 01/01/14 - 01/01/19
Neill Abrams Feb-10 1,017,200 1.73 1,017,200 1.73 01/01/11 - 01/01/19

Feb-10 1,017,200 1.91 1,017,200 1.91 01/01/12 - 01/01/19

Feb-10 1,017,200 2.08 1,017,200 2.08 01/01/13 - 01/01/19

Feb-10 1,017,100 2.28 1,017,100 2.28 01/01/14 - 01/01/19
Andrew Bracey Feb-10 1,675,400 1.73 1,675,400 1.73 01/01/11 - 01/01/19

Feb-10 1,675,400 1.91 1,675,400 1.91 01/01/12 - 01/01/19

Feb-10 1,675,400 2.08 1,675,400 2.08 01/01/13 - 01/01/19

Feb-10 1,675,300 2.28 1,675,300 2.28 01/01/14 - 01/01/19
Jason Gissing Feb-10 1,675,400 1.73 1,675,400 1.73 01/01/11 - 01/01/19

Feb-10 1,675,400 1.91 1,675,400 1.91 01/01/12 - 01/01/19

Feb-10 1,675,400 2.08 1,675,400 2.08 01/01/13 - 01/01/19
Feb-10 1,675,300 2.28 1,675,300 2.28 01/01/14 - 01/01/19

Of the JSOS shares listed against Andrew Bracey in the table above, 3,350,700 shares which have not vested under JSOS scheme rules, will lapse when Andrew leaves the Company following the date of this annual report.

Details of the movement in the number of interests in ordinary shares in the Company pursuant to the Group's JSOS were as follows:


27 November 201128 November 2010
Number
of share
options
Weighted
average
exercise
price (£)
Number
of share
options
Weighted
average
exercise
price (£)
Outstanding at the beginning of the period 27,524,000 2.00
Granted during the period 27,524,000 2.00
Forfeited during the period
Exercised during the period
Outstanding at the end of the period 27,524,000 2.00 27,524,000 2.00
Exercisable at the end of the period 6,881,100 1.73

For further information relating to the Group's JSOS see Note 4.7.1 to the consolidated financial statements.

Sharesave Scheme

At the end of the period the Executive Directors' interests in the Sharesave Scheme were as follows:

DirectorDate of issue27 November
2011
Exercise
price (£)
28 November
2010
Exercise
price (£)
Exercise period
Tim Steiner Oct-10 7,745 1.16 7,745 1.16 01/12/13 - 01/06/14
Neill Abrams Oct-10 7,745 1.16 7,745 1.16 01/12/13 - 01/06/14
Andrew Bracey Oct-10 7,745 1.16 7,745 1.16 01/12/13 - 01/06/14
Jason Gissing Oct-10 7,745 1.16 7,745 1.16 01/12/13 - 01/06/14

For further information relating to the Sharesave Scheme see Note 4.7.1 to the consolidated financial statements.

Share price and other option information

The closing market price of the Company's shares as at 25 November 2011, being the last trading day in the period ending on 27 November 2011, was 85.00 pence per ordinary share (2010: 151.00 pence per ordinary share) and the share price range applicable during the period was 81.00 pence to 285.00 pence per ordinary share.

No other Directors have options over shares of the Company outside one of the Company's recognised share schemes (except for Andrew Bracey's non-employee share options, noted above).

Approved by the Board

David Young
Chairman of the Remuneration Committee
Ocado Group plc
21 March 2012