13.3 Share interests
13.3.1 Shares
The beneficial interests of the Directors and their immediate families in the ordinary shares of the Group are set out below:
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| Table 4 | Number of shares at 31.12.04 |
Number of shares at 31.12.03/ 01.01.04* |
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| Chairman Dennis Stevenson |
221,726 |
166,541 |
| Executive Directors James Crosby |
279,407 |
184,280 |
| Mike Ellis | 275,786 | 168,833 |
| Phil Hodkinson | 112,919 | 28,806 |
| Andy Hornby | 252,640 | 174,759 |
| Colin Matthew | 88,032 | 72,366 |
| George Mitchell | 90,562 | 72,622 |
| Mark Tucker | Nil | Nil |
| Non-executive Directors Charles Dunstone |
100,000 |
100,000 |
| Sir Ronald Garrick | 19,611 | 17,306 |
| Anthony Hobson | 6,500 | 5,500 |
| Brian Ivory | 7,000 | 11,000 |
| Coline McConville | 2,070 | 2,070 |
| John Maclean | 5,000 | 5,038 |
| Kate Nealon | 8,198 | Nil |
| David Shearer | 10,000 | Nil |
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* or date of appointment, if later.
Notes to Table 4
Note 1
James Crosby, George Mitchell, Brian Ivory and John Maclean all have a non-beneficial interest as at 31 December 2004 over 2,217,507 ordinary shares of the Group (2003 - 4,514,752) as Trustees of the Bank of Scotland Profit Sharing Stock Ownership Scheme. Brian Ivory has a non-beneficial interest over 4,500 ordinary shares (2003 - 4,500).
Note 2
Certain Directors will receive further interests in the ordinary shares of the Group arising out of the short term incentive plans and, potentially, the long term incentive plans as set out in Tables 5, 6, 7 and 8.
Note 3
No Director had any interest in the preference shares of HBOS or in the loan or share capital of any Group undertaking at the beginning or during or at the end of the financial year. No options to subscribe for shares in other Group companies are granted to Directors of the Group.
Neither James Crosby nor Phil Hodkinson, who are both Non-executive Directors of St. James’s Place Capital plc, nor their immediate families had any interest in the ordinary shares of that company throughout 2004.
Note 4
There has been no change in the share interests as set out in the table between the end of the financial year and 1 March 2005, the date of approval of this Annual Report and Accounts.
13.3.2 Short Term Incentive Plan – HBOS Directors and former Halifax Directors
Certain Executive Directors have conditional entitlements to shares arising from the annual incentive sharekicker. Where the annual incentive for 2000 and/or 2001 and/or 2002 and/or 2003 was taken in shares and these shares are retained in trust for three years, additional shares may also be transferred to the Directors. The basic shares shown below which have already vested are also included in Table 4. The additional shares shown opposite arise as a result of sharekicker.
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| Table 5 | At 31.12.03/ 01.01.04 |
Added in year |
Released in year | At 31.12.04 | ||||
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| Grant effective from | Basic shares | Additional shares | Basic shares | Additional shares | Basic shares | Additional shares | ||
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| James Crosby | Mar 01 | 19,420 | 9,710 | 29,130 | - | - | ||
| Mar 02 | 38,671 | 19,335 | 38,671 | 19,335 | ||||
| Mar 03 | 32,177 | 16,088 | 32,177 | 16,088 | ||||
| Mar 04 | - | - | 24,850 | 12,425 | 24,850 | 12,425 | ||
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| 90,268 | 45,133 | 95,698 | 47,848 | |||||
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| Mike Ellis | Mar 01 | 14,617 | 7,308 | 21,925 | - | - | ||
| Mar 02 | 29,003 | 14,501 | 29,003 | 14,501 | ||||
| Mar 03 | 23,889 | 11,944 | 23,889 | 11,944 | ||||
| Mar 04 | - | - | 17,315 | 8,657 | 17,315 | 8,657 | ||
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| 67,509 | 33,753 | 70,207 | 35,102 | |||||
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| Phil Hodkinson | Mar 02 | 10,327 | 5,163 | 10,327 | 5,163 | |||
| Mar 03 | 18,282 | 9,141 | 18,282 | 9,141 | ||||
| Mar 04 | - | - | 12,826 | 6,413 | 12,826 | 6,413 | ||
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| 28,609 | 14,304 | 41,435 | 20,717 | |||||
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| Andy Hornby | Mar 01 | 11,067 | 5,533 | 16,600 | - | - | ||
| Mar 02 | 23,525 | 11,762 | 23,525 | 11,762 | ||||
| Mar 03 | 21,939 | 10,969 | 21,939 | 10,969 | ||||
| Mar 04 | - | - | 18,437 | 9,218 | 18,437 | 9,218 | ||
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| 56,531 | 28,264 | 63,901 | 31,949 | |||||
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| Colin Matthew | Mar 02 | 11,384 | 5,692 | 11,384 | 5,692 | |||
| Mar 03 | 18,282 | 9,141 | 18,282 | 9,141 | ||||
| Mar 04 | - | - | 12,505 | 6,252 | 12,505 | 6,252 | ||
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| 29,666 | 14,833 | 42,171 | 21,085 | |||||
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| George Mitchell | Mar 02 | 14,035 | 7,017 | 14,035 | 7,017 | |||
| Mar 03 | 23,889 | 11,944 | 23,889 | 11,944 | ||||
| Mar 04 | - | - | 17,315 | 8,657 | 17,315 | 8,657 | ||
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| 37,924 | 18,961 | 55,239 | 27,618 | |||||
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Notes to Table 5
Note 1
Shares under these plans were granted using the market price at the date of grant, as follows:
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| Plan | Share grant price £ |
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| Mar 2001 - Mar 2004 | 6.752 |
| Mar 2002 - Mar 2005 | 7.68 |
| Mar 2003 - Mar 2006 | 6.76 |
| Mar 2004 - Mar 2007 | 7.36 |
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Note 2
Shares will be released after three years, subject to the basic shares still being held and subject to the participant still being in the Group’s employment at that time or being a qualifying leaver.
Note 3
Because the basic shares are shown net of each participant’s original income tax and National Insurance liability, the additional incentive shares are shown in a like manner. In practice, the value of the grossed-up equivalent additional shares (inclusive of associated income tax and National Insurance) will be shown in Table 1a at the time of release, as is the case with those released in the year on 3 March 2004. Those released in 2004 represented the basic shares purchased by the Director’s own annual cash incentive in March 2001 plus the additional shares arising as a result of sharekicker.
Note 4
Following his retirement on 31 December 2003, Gordon McQueen retains interests under the short term incentive plan through grants of basic and additional shares of 18,406 and 9,203, respectively (effective from March 2003) and 17,128 and 8,564, respectively (effective from March 2004). These remain subject to the same plan rules as apply to existing Executive Directors.
