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Richemont Annual Report and Accounts 2008
65
Corporate governance
Richemont agrees with the principle that stock options
form a significant part of compensation and that the issue
of new shares to meet the obligations under stock option
plans results in dilution. For this reason, Richemont has
implemented a series of buy-back programmes since 1999
to acquire `A' units to meet the obligations arising under its
unit-based compensation schemes. By using its own capital
to acquire these units, Richemont has effectively always
reflected the financing cost of the unit-based compensation
schemes in the income statement. In addition, since 2004,
Richemont has purchased over-the-counter call options
with a third party to purchase treasury units at the same
strike price as the unit options granted to executives.
These call options, together with the units held, provide a
comprehensive hedge of the Group's anticipated obligations
arising under its unit option scheme.
Awards under the Group's stock option plan will not result
in the issue of new capital and, in consequence, there will
be no dilution of current unitholders' interests.
In accordance with IFRS 2 Share-based Payment, the
Group recognises in its financial statements an operating
expense in respect of the fair value of options granted to
executives. The aggregate charge in respect of each option
grant is amortised over the vesting period of the award.
Further details are given in note 32 to the consolidated
financial statements on page 110 of this report. For
the year under review the IFRS 2 charge amounted
to
31 million (2007: 33 million).
With effect from the 2005 award, the terms of the Group's
long-term unit-based compensation scheme have been
amended to permit executives not only to exercise but
also to trade options once they have vested.
Number of options
Weighted
average
Latest
1 April
Granted
Exercised
Retiree
31 March
grant price
Exercise
expiry
2007
in year
in year
in year
2008
CHF
period
date
Board of Directors of Compagnie
Financière Richemont SA
Johann Rupert
6 104 000
­
­
­ 6 104 000
26.23
Apr 2008-Jul 2011
June 2013
Norbert Platt
908 000
250 000
(233 334)
­
924 666
49.97
Apr 2008-Jul 2013
June 2016
Richard Lepeu
1 041 666
120 000
(166 666)
­
995 000
39.75
Apr 2008-Jul 2013
June 2016
Jan Rupert
510 000
100 000
(40 000)
­
570 000
41.59
Apr 2008-Jul 2013
June 2016
Board of Directors of
Richemont SA
Piet Beyers *
219 000
­
­
(219 000)
­
­
­
­
Giampiero Bodino
291 666
40 000
(91 666)
­
240 000
50.13
Jul 2008-Jul 2013
June 2016
Pilar Boxford
89 750
10 000
(19 517)
­
80 233
43.80
Jul 2008-Jul 2013
June 2016
Bernard Fornas
539 000
50 000
(86 000)
­
503 000
44.55
Apr 2008-Jul 2013
June 2016
Alan Grieve
176 000
30 000
­
­
206 000
42.17
Apr 2008-Jul 2013
June 2016
Albert Kaufmann
496 670
100 000
(36 670)
­
560 000
43.86
Apr 2008-Jul 2013
June 2016
Thomas Lindemann
103 750
40 000
(6 750)
­
137 000
53.79
Jul 2008-Jul 2013
June 2016
Eloy Michotte
250 000
50 000
(74 445)
­
225 555
40.59
Apr 2008-Jul 2013
June 2016
Frederick Mostert
216 666
80 000
­
­
296 666
52.04
Apr 2008-Jul 2013
June 2016
* In accordance with the rules of the Group's stock option plan, the vesting dates for all unvested options held by Mr Beyers were accelerated to his retirement
date of 30 June 2007. Options are not cancelled as a consequence of the holder's retirement.
Details of options held by executive directors and members
of the management board under the plan at 31 March
2008 are shown in the table below.
Loans to members of governing bodies
As at 31 March 2008, there were no loans or other credits
outstanding to any current or former executive or non-
executive director. The Group's policy is not to extend
loans to directors. There were also no non-business related
loans or credits granted to relatives of any executive or
non-executive director.
6. SHAREHOLDER PARTICIPATION RIGHTS
Details of shareholder voting rights and the right to attend
meetings of shareholders and participation certificate
holders are given above in section 2 of the corporate
governance report under the heading `Capital Structure'.
7. CHANGE OF CONTROL AND DEFENCE MECHANISMS
In terms of the Swiss Stock Exchange and Securities
Trading Act (`SESTA'), Compagnie Financière Richemont
SA has not elected to `opt out' or `opt up' in respect of the
provisions relating to the obligations for an acquirer of
a significant shareholding to make a compulsory offer to
all unitholders. In accordance with the Act, any party that
would directly or indirectly or acting in concert with third
parties acquire more than 33
1
/
3
per cent of the voting rights
of the Company would therefore be obliged to make an
offer to acquire all of the listed equity securities of the
Company. The interest of Compagnie Financière Rupert
in 100 per cent of the `B' registered shares in the Company,
which existed at the date SESTA came into force, does
not trigger any obligation in this respect. As noted above,
Compagnie Financière Rupert controls 50 per cent of the
voting rights at the level of Compagnie Financière
Richemont SA.