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The Directors’ emoluments, benefits and shareholdings during the year ended 31 December 2008 were as follows:
| Director | Salary/Service Fee | Bonuses | Benefits | Total (excluding option charges) |
Option charges |
Total emoluments |
|---|---|---|---|---|---|---|
| Executive | ||||||
| Mor Weizer | 295,568 | 374,503 | 9,406 | 679,477 | 335,000 | 1,014,477 |
| Guy Emodi (4) | 188,581 | – | – | 188,581 | 165,000 | 353,581 |
| Shuki (Moshe) Barak | 110,306 | 62,417 | 30,380 | 203,103 | 10,000 | 213,103 |
| Rafael Ashkenazi | 113,195 | 46,813 | 35,913 | 195,921 | 62,000 | 257,921 |
| Non-executive | ||||||
| Roger Withers (1) (2) (3) | 277,660 | – | – | 277,660 | 85,000 | 362,660 |
| Alan Jackson (1) (2) (3) | 91,089 | – | – | 91,089 | – | 91,089 |
| Avigur Zmora (5) | 324,902 | 500,000 | 12,983 | 837,885 | 473,000 | 1,310,885 |
| Thomas Hall | 80,930 | – | – | – | – | 80,930 |
(1) Member of the Audit Committee (the chairman sits on this Committee as there are insufficient other non-executive directors appointed to constitute the Committee and the Board also considers his experience and qualifications to be of such value to the Committee as to make any lack of independence (by virtue of being the chairman of the Company and a shareholder of the Company and option holder in respect of shares in the Company) of little significance in the context of the make-up and balance of the skills of the Company’s Board.
(2) Member of the Remuneration Committee.
(3) Member of the Nomination Committee.
(4) Resigned on 20 October 2008.
(5) Was an executive director of the Company during 2007 and moved to non-executive director on 15 January 2008. Resigned as a member of the Board on 2 January 2009.
| As at 31.12.2008 | As at 31.12.2007 | |||||
|---|---|---|---|---|---|---|
| Ordinary Shares | Number of Ordinary Shares |
Percentage of issued share capital |
Number of Ordinary Shares |
Percentage of issued share capital |
||
| Roger Withers | 19,333 | 0.008% | 19,333 | 0.009% | ||
| Avigur Zmora | 500,000 | 0.210% | 500,000 | 0.234% | ||
| Thomas Hall | 190,000 | 0.080% | 190,000 | 0.088% | ||
| Shuki (Moshe) Barak | 2,220 | 0.001% | 2,220 | 0.001% | ||
| Guy Emodi | – | – | – | – | ||
| Alan Jackson | 5,000 | 0.002% | 5,000 | 0.002% | ||
| Mor Weizer | – | – | – | – | ||
| Rafael Ashkenazi | – | – | – | – | ||
| Number of Options | Date of grant | Exercise price | Exercised during the year |
Earliest Exercise Date |
Expiry of exercise period |
|
|---|---|---|---|---|---|---|
| Roger Withers | 200,000 | 28 March 2006 | £2.57 | – | 28 March 2007 | 27 March 2011 |
| 100,000 | 16 May 2007 | US$7.50 | – | 15 May 2008 | 16 May 2012 | |
| Alan Jackson | – | – | – | – | – | – |
| Avigur Zmora | 1,000,000 (1) | 1 December 2005 | US$4.50 | – | 1 December 2006 | 30 November 2010 |
| 400,000 (2) | 6 February 2006 | US$4.50 | – | 6 February 2007 | 30 November 2010 | |
| 500,000 | 11 October 2006 | US$3.24 | – | 11 October 2007 | 10 October 2011 | |
| 200,000 | 16 May 2007 | US$7.50 | – | 15 May 2008 | 16 May 2012 | |
| 200,000 (3) | 21 May 2008 | US$10.54 | – | 21 May 2009 | 21 May 2013 | |
| Thomas Hall | – | – | – | – | – | – |
| Shuki (Moshe) Barak | 200,000 | 1 March 2006 | US$4.00 | – | 1 December 2006 | 1 March 2011 |
| 200,000 | 31 December 2008 | £3.1725 | – | 31 December 2009 | 30 December 2013 | |
| Rafael Ashkenazi | 133,334 | 1 December 2005 | US$4.00 | – | 1 December 2006 | 30 November 2010 |
| 133,334 | 11 October 2006 | US$3.24 | – | 11 October 2007 | 10 October 2011 | |
| 50,000 | 16 May 2007 | US$7.50 | – | 15 May 2008 | 16 May 2012 | |
| Mor Weizer | 200,000 | 6 February 2006 | US$4.50 | – | 1 December 2006 | 17 March 2011 |
| 200,000 | 11 October 2006 | US$3.24 | – | 11 October 2007 | 11 October 2011 | |
| 600,000 | 16 May 2007 | US$7.50 | – | 15 May 2008 | 16 May 2012 | |
| Guy Emodi | 300,000 (3) (4) | 3 October 2007 | US$6.90 | – | 3 October 2008 | 3 October 2012 |
(1) Avigur Zmora agreed to pay the Company US$40,000 for the grant of these options and such amount remains outstanding.
(2) These options vested in full on 6 February 2007. Avigur Zmora agreed to pay the Company approximately US$30,000 for the grant of these options and such amount remains outstanding.
(3) These options vest in equal proportions over four years.
(4) Guy Emodi resigned as CFO and member of the Board on 20 October 2008. Accordingly, he is entitled to exercise 75,000 of those 300,000 options issued to him.
The Company’s remuneration policy is designed to ensure that the Group has the ability to attract, retain and motivate individuals to ensure the success of the Company. Remuneration packages are designed to reward the executive directors and members of the senior management team fairly for their contributions, whilst remaining within the range of benefits offered by similar companies in the sector.
The Board of Directors has approved written terms of reference for the Remuneration Committee, and a copy of the terms of reference can be obtained upon request from the company secretary.
In accordance with such terms, the committee determines the terms and conditions of services of the Group’s senior staff and Executive Directors taking into account market conditions, the need to attract, retain and motivate appropriate staff, and the interests of the Company’s shareholders. This includes the remuneration for all executive directors, the chairman of the Board and the company secretary. The remuneration of Non-Executive Directors is a matter for the chairman of the Board and the executive members of the Board. No Director is involved in any decisions as to his/her own remuneration.
The Company operates an unapproved share option scheme in accordance with the Rules of the Playtech Limited 2005 Global Share Option Plan, pursuant to which the senior management and where relevant, the Remuneration Committee make recommendations to the Board concerning the allocation of share options to employees of the Company. Options under this scheme are granted at market value and usually vest in equal proportions on the three anniversaries of the relevant grant date. The unexercised options expire five years after the date of grant, unless the relevant employee leaves the Group’s employment, in which case the unvested options lapse and any vested options lapse three months after the date that the employment ends.
The Company is in the process of reviewing its current remuneration and benefits packages and incentive scheme arrangements, and will advise shareholders of any new incentive arrangements once they have been put into place.