Non-executive directors.

Appointment letters are currently for three years but all directors are subject to annual re-election. Appointments may be terminated by either party without notice.

Fees for the non-executive directors (NEDs) are determined by the Board (but NEDs do not vote on the resolution), based on a range of external information and advice set within the aggregate limits contained in the Articles of Association. The current aggregate limit for fees paid to NEDs is £1,500,000 per annum.

(XLS:) Non-executive directors NED

NED

Date of initial appointment

Current letter of appointment start date

Current letter of appointment end date

John Stewart

January 2010

January 2010

AGM 2013

Henry Staunton

May 2004

May 2010

AGM 2013

Rudy Markham

October 2006

October 2009

AGM 2013

Nick Prettejohn

November 2010

November 2010

November 2013

Mike Fairey

May 2011

May 2011

May 2014

Dame Clara Furse

June 2009

June 2012

June 2015

Stuart Popham

July 2011

July 2011

July 2014

Julia Wilson

November 2011

November 2011

November 2014

FEES

The fee structure for the NEDs is set out below. This is subject to periodic review.

(XLS:) Fee structure for the NEDs

 

Henry Staunton

Rudy Markham

Nick Prettejohn

Mike Fairey

 

Chairman of Audit Committee; SID; Member of Nominations and Risk Committees

Chairman of Remuneration Committee; Member of the Nominations Committee

Chairman of Risk Committee; Member of Nominations, Remuneration and Audit Committees

Member of Nominations, Remuneration and Audit Committees

Base

£65, 000

£65,000

£65,000

£65,000

Committee fee if sitting on two or more committees, excluding Nominations Committee

£10,000

 

£10,000

£10,000

Committee Chairman

£30,000

£30,000

£30,000

 

SID

£20,000

 

 

 

Total fee

£125,000

£95,000

£105,000

£75,000

Comments

Assumed role of SID wef 26 May 2011

Assumed role of Chair of RemCo wef 26 May 2011

Assumed role of Chair of Risk wef 26 May 2011

Sits on two committees, excluding Nominations

 

 

 

 

 

 

Dame Clara Furse

Stuart Popham

Julia Wilson

John Stewart

 

Member of Nominations and Risk Committees

Member of Nominations, Risk and Remuneration Committees

Member of Nominations and Audit Committees

Chairman

Base

£65,000

£65,000

£65,000

£340,000

Committee fee if sitting on two or more committees, excluding Nominations Committee

 

£10,000

 

 

Committee Chairman

 

 

 

 

SID

 

 

 

 

Total fee

£65,000

£75,000

£65,000

£340,000

Comments

 

Sits on two committees, excluding Nominations

 

 

SHAREHOLDING POLICY

In 2011, a minimum shareholding requirement was introduced for NEDs. They are required to hold the equivalent of one year’s base fee in Legal & General shares to be retained until the end of office. NEDs generally have a proportion of their fees (normally 50%) paid in Legal & General shares until this level is reached. Once this level is reached, they may take all their fee in cash. Their shareholdings can be seen in the table below.

NON EXECUTIVE DIRECTORS (NEDS)

The total remuneration for non-executive directors for 2012 is shown below:

(XLS:) Total remuneration for non-executive directors for 2012

Name

Fees
£000s

Benefits
£000s – note 1

Total 2012
£000s

Total 2011
£000s

Note 1 – benefits include travel costs.

John Stewart

340

0

340

333

Henry Staunton

125

0

125

108

Rudy Markham

95

0

95

80

Dame Clara Furse

65

1

66

67

Nick Prettejohn

105

1

106

85

Mike Fairey

75

0

75

48

Stuart Popham

75

0

75

38

Julia Wilson

65

0

65

9

TOTAL

945

2

947

768

The information in this table has been audited by the independent auditors, PricewaterhouseCoopers LLP.

NED SHAREHOLDING REQUIREMENT

The following table shows the current level of holdings:

(XLS:) NED’s Shareholdings

Name

Shareholding

Value of holding

Total Fee

Base Fee

Holding as a % of base fee

Met criteria of 1 x base fee

John Stewart

230,776

£336,010

£340,000

£340,000

98.83%

No

Henry Staunton

314,069

£457,284

£125,000

£65,000

703.51%

Yes

Rudy Markham

199,250

£290,108

£95,000

£65,000

446.32%

Yes

Nick Prettejohn

53,013

£77,187

£105,000

£65,000

118.75%

Yes

Mike Fairey

27,239

£39,660

£75,000

£65,000

61.02%

No

Stuart Popham

27,445

£39,960

£75,000

£65,000

61.48%

No

Dame Clara Furse

67,975

£98,972

£65,000

£65,000

152.26%

Yes

Julia Wilson

22,305

£32,476

£65,000

£65,000

49.96%

No

Share price used for calculations: 145.6p as at 31 December 2012.

The table includes shares purchased with December fees on 2 January 2013.