Report on Directors' Remuneration and Interests

Composition and Role of the Remuneration Committee

The Remuneration Committee comprises three independent non-executive Directors, Leslie Van de Walle (Chairman), Róisín Brennan and David Byrne, and the Chairman of the Board, Michael Buckley. Mr. Van de Walle became Chairman on 5 April 2011, following Mr. Maurice Keane's retirement from the Committee. Further details regarding the members of the Remuneration Committee, including their biographies and length of service are set out here. The Company Secretary acts as secretary to the Committee.
The Chief Executive and the Head of Group Human Resources may be invited to attend meetings of the Committee, except when their own remuneration is being discussed. No Director is involved in consideration of their own remuneration.

The role and responsibilities of the Remuneration Committee are set out in its written terms of reference, which are available on request and on the Company's website www.dcc.ie.

The Committee is responsible for determining the policy for the remuneration of the Chief Executive, the other executive Directors and certain senior Group executives. In this regard the Committee gives full consideration to legal and regulatory requirements, to the principles and provisions of the UK Corporate Governance Code and to related guidance. The Committee also ensures that risk is properly considered in the setting of remuneration policy, by ensuring that targets are appropriately stretched but do not lead to the taking of excessive risk.

The Committee determines the remuneration packages of the Chairman, the Chief Executive, the other executive Directors and certain senior Group executives, including salary, bonuses, pension rights and compensation payments.

While the Remuneration Committee's specific oversight of individual executive remuneration packages extends only to the Chief Executive, the other executive Directors and a number of senior Group executives, it aims to create a broad policy framework, to be applied by management to senior executives throughout the Group, through its oversight of remuneration structures for other Group and subsidiary senior management and of any major changes in employee benefits structures throughout the Group.

The Committee is responsible for the granting of awards under the Company's long term incentive schemes, determining whether the criteria for the vesting of options or awards have been met and making any necessary amendments to the rules of these schemes.

The Remuneration Committee seeks independent advice when necessary from external remuneration consultants. During the year, the Committee received independent external advice from Towers Watson on remuneration matters and from Mercer on pension matters.

The Committee met six times during the year ended 31 March 2012. The main agenda items included remuneration policy, remuneration trends and benchmarking, the remuneration packages of the Chairman, the Chief Executive, the other executive Directors and certain senior Group executives, pension matters, grants of share options under the Company's long term incentive plan and approval of this Report. Individual attendance at these meetings is set out in the Corporate Governance statement.

Group Remuneration Policy

Principles
DCC's remuneration policy is designed and managed to support a high performance and entrepreneurial culture, taking into account relevant benchmarking. The Board seeks to align the interests of executive Directors and other senior Group executives with those of shareholders, within the framework set out in the UK Corporate Governance Code. Central to this policy is the Group's belief in long-term, performance based incentivisation and the encouragement of share ownership. The Remuneration Committee seeks to ensure:

  • that the Group will attract, motivate and retain individuals of the highest calibre;
  • that executives are rewarded in a fair and balanced way for their individual and team contribution to the Group's performance;
  • that executives receive a level of remuneration that is appropriate to their scale of responsibility and individual performance;
  • that the overall approach to remuneration has regard to the sectors and geographies within which the Group operates and the markets from which it draws its executives; and
  • that risk is properly considered in setting remuneration policy and in determining remuneration packages.

DCC's strategy of fostering entrepreneurship requires well designed incentive plans that reward the creation of shareholder value through organic and acquisitive growth while maintaining high returns on capital employed, strong cash generation and a focus on good risk management. The typical elements of the remuneration package for executive Directors and other senior Group executives are base pay, pension and other benefits, annual performance related bonuses and participation in long term performance plans which promote the creation of sustainable shareholder value.

The Company recognises that share ownership is important in aligning the interests of management with those of shareholders and has fostered a culture under which executive Directors and other senior Group executives hold long term, significant holdings in the Company's shares. Details of the executive Directors' interests in shares and share options are set out below.

The Remuneration Committee supports the objectives of the EU Commission's recommendations on "fostering an appropriate regime for the remuneration of directors of listed companies" which were issued in December 2004 and supplemented by additional recommendations in April 2009. This is reflected in the disclosures in this Report in relation to the Group's remuneration policy, the remuneration of individual Directors and share-based remuneration.

Review of Policy and Structures
Following a detailed review, which was facilitated by external remuneration consultants, Towers Watson, the Remuneration Committee established a framework for remuneration policy in respect of the senior executive cadre in the DCC Group, which was set out in full in last year's Annual Report.

Certain elements of this policy framework have been implemented as follows:

(i) The key reference group for overall remuneration purposes is the market capitalisation comparison group and three other comparator groups are used as secondary reference points. These groups are defined fully under 'Benchmarking and Market Trends' below;

(ii) In the setting of basic pay rates and the short term element of incentive payments, the objective is to place these at the median of the market capitalisation comparator group;

(iii) A formal bonus clawback policy is in place for the executive Directors and other senior Group, divisional and subsidiary management; and

(iv) A formal shareholding policy is in place for the Chief Executive, other executive Directors and other senior Group executives. Further details of this policy are set out under 'Share Ownership Guidelines' below.

The Committee remains committed to implementation of the other elements of the framework in the medium term.

Benchmarking and Market Trends
The Remuneration Committee uses annual benchmarking to ensure that remuneration structures continue to support the key remuneration policy objectives.

The primary comparator group for benchmarking is a group of 60 FTSE companies, 30 of whom have market capitalisations just below DCC's and 30 of whom have market capitalisations just above DCC's ('the market capitalisation comparator group').

The Remuneration Committee also considers it useful to use a set of other comparators as secondary references to ensure rigorous and comprehensive benchmarking, being:

  • the FTSE 250;
  • the peer group for the DCC plc Long Term Incentive Plan 2009; and
  • a group of Irish listed industrial companies which can be taken to be broadly comparable to DCC, though in this group there are limitations on the amount of relevant information available, for instance on the definition of "target" and "maximum" bonus levels.

The Remuneration Committee may modify the composition of these key reference points from time to time with a view to ensuring their relevance.

The Committee is advised by Towers Watson in relation to benchmarking of remuneration structures, market trends and competitive positioning.

Shareholder Vote
Since 2009, the Report on Directors' Remuneration and Interests is put to a shareholder 'advisory' vote at the Annual General Meeting. While there is no legal obligation to put such a resolution to shareholders, DCC believes that it is an appropriate acknowledgement of a shareholder's right to have a 'say on pay'.

Executive Directors' and Senior Group Executives' Remuneration

The current remuneration package for executive Directors and senior Group executives consists of fixed remuneration (base salary), performance related remuneration (annual bonus and long term incentives), pension and other benefits.

Fixed Remuneration
Base salaries
With effect from 1 April 2012, the salaries of executive Directors and senior Group executives are reviewed annually on 1 April, rather than on 1 January as was the practice, in order to align them with the Group's financial year.

The reviews take account of personal performance, Company performance and competitive market practice.

There were no increases in the salaries of executive Directors for the year commencing on 1 April 2012, the salaries of two of the executive Directors having been increased by 9.6% on 1 January 2011, in the light of the substantial growth in and increasing complexity of their job roles.

No fees are payable to executive Directors.

With a small number of exceptions as a result of benchmarking and role changes, there were no increases in the salaries of senior Group executives for the year commencing on 1 April 2012.

Performance Related Remuneration
Annual bonuses,
Annual bonuses are payable to the executive Directors and to other senior Group executives in respect of the financial year to 31 March, subject, inter alia, to the achievement of performance targets.

The maximum bonus potential, as a percentage of basic salary, for each executive Director and senior Group executive is reviewed and set annually. It ranged between 40% and 100% of base salary for the year ended 31 March 2012, unchanged from the prior year.

The performance targets for each executive Director and senior Group executive, which are set annually, are based on growth in Group earnings and (apart from the Chief Executive, the Chief Financial Officer, the Company Secretary and the Managing Director, Corporate Finance) on growth in divisional operating profit, measured on a constant currency basis, against a predetermined range, and on overall contribution and personal performance. The weighting of the performance targets varies according to the role of each individual and for the year ended 31 March 2012 were within the range of 60% to 75% of bonus potential for profit performance and 25% to 40% of bonus potential for overall contribution and personal performance. The Remuneration Committee can apply appropriate discretion in respect of determining the bonuses to be awarded based on actual performance achieved.

In the case of the executive Directors, the Group earnings and divisional operating profit targets for the year ended 31 March 2012 were not met and therefore no bonus payments will be made in respect of this element. The personal performance and contribution targets were met and the bonuses payable reflect performance in respect of this element only. The total bonus payments in respect of the years ended 31 March 2012 and 31 March 2011 are as follows:

2012 2011
Bonus
% of
base salary
Bonus
% of
base salary
Tommy Breen 245,000 35.0% 434,000 62.0%
Donal Murphy 75,000 18.7% 126,000 33.7%
Fergal O'Dwyer 90,000 22.5% 227,000 60.7%

For the year to 31 March 2013, the general approach and parameters in respect of annual bonuses, as detailed above in respect of the year ended 31 March 2012, will remain in place.

Long term incentives
Executive Directors and other senior Group executives are eligible to participate in the Company's long term incentive schemes.

DCC plc Long Term Incentive Plan 2009
The DCC plc Long Term Incentive Plan 2009 ('the Plan') was approved by shareholders at the 2009 Annual General Meeting, following the termination of the DCC plc 1998 Employee Share Option Scheme in 2008. The Plan reflects the Group's culture of long term performance based incentivisation and seeks to align the interests of executives with those of the Group's shareholders.

The Plan provides for the Remuneration Committee to grant nominal cost options to acquire ordinary shares in the Company or to make contingent share awards only to those employees, including executive Directors, of the Company and its subsidiaries whose contribution can have a direct and significant impact on Group value or whom the Company wishes to retain in anticipation of direct and significant contribution to Group value in the future and to a small number of key support staff.

The percentage of share capital which can be issued under the Plan, the phasing of the grant of awards and the limit on the value of awards which can be granted to any individual comply with guidelines published by the institutional investment associations. The Plan provides for the making of awards, up to a maximum of 10% of the Company's issued share capital over a 10 year period, taking account of any other share award or share option plan operated by the Company.

The market value of the shares which are the subject of any contingent award granted in any period of 12 months may not, at the date of the grant of award, in the case of the Chief Executive exceed 120% of annual base salary and in the case of other participants exceed a lower percentage, as determined by the Committee.

Awards will normally vest no earlier than the third anniversary of the award date and in the case of options cannot be exercised later than the seventh anniversary of the award date.

An award will not vest (and in the case of an award in the form of an option, the option will not be exercisable) unless the Committee is satisfied that the Company's underlying financial performance has shown a sustained improvement in the period since the award date. If this condition is met, the extent of vesting for awards granted to participants will be determined by the performance conditions set out below.

(a) TSR performance condition:
Up to 60% of the shares subject to the award will vest depending on the Company's total shareholder return ('TSR') over a three-year performance period, starting on 1 April in the year in which the award is granted, compared with the TSR of a designated peer group. The peer group in respect of each award comprises the FTSE 250 on the first day of the performance period excluding financial services type companies and a small number of other companies that are not comparable to the Company, as determined by the Remuneration Committee.

The extent of vesting will be determined according to the following table:

Company's TSR ranking Proportion of the total award vesting
Below median 0%
Median 25%
Between median and 75th percentile 25%-60% pro rata
75th percentile or above 60%

TSR shall mean the return that a company has provided for its ordinary shareholders, reflecting share price movements and assuming reinvestment of dividends.

The Remuneration Committee may from time to time and at their discretion modify the composition of the peer group with the agreement of the Irish Association of Investment Managers if by reason of any change in the business of any such company, or if any such company ceases to be publicly listed, they consider that it would no longer properly form part of such comparison group for the business of the Company or that any one or more other or additional companies would properly form part of such comparison group.

(b) EPS performance condition:
Up to 40% of the shares subject to the award will vest depending on the growth in the Company's consolidated adjusted earnings per share ('EPS') over a three-year performance period starting on 1 April in the year in which the award is granted compared with the change in the Irish Consumer Price Index ('CPI'), determined according to the table below. EPS growth year on year will be calculated on a constant currency basis, as set out in the Company's annual report.

Company's annualised EPS growth in excess of annualised CPI change Proportion of the total award vesting
Below 3 percentage points 0%
3 percentage points 15%
Between 3 and 7 percentage points 15%-40% pro rata
7 percentage points or more 40%

Vesting under the EPS performance condition is also contingent on:

(i) the Company's average share price over the 30 day period following the annual or half yearly results announcement date prior to vesting being higher than the average share price over the 30 day period following the annual or half yearly results announcement date prior to the award date (subject to any adjustment in accordance with Rule 11 of the Plan to reflect a variation in the Company's share capital); and

(ii) the Company's cumulative annualised EPS growth over the three year performance period being positive.

No re-testing of the performance conditions is permitted.

The total number of awards granted under the Plan, in the form of nominal cost options, net of options lapsed, currently amounts to 0.81% of issued share capital.

Details of awards, in the form of nominal cost options, held by the executive Directors under the DCC plc Long Term Incentive Plan 2009, are set out in the table below.

DCC plc 1998 Employee Share Option Scheme
Executive Directors and other senior executives participated in the DCC plc 1998 Employee Share Option Scheme. The ten year period during which share options could be granted under this Scheme expired in June 2008.

Over the life of the Scheme, the total number of basic and second tier options granted, net of options lapsed, amounted to 7.1% of issued share capital, of which 1.6% is currently outstanding.

Basic tier options may not normally be exercised earlier than three years from the date of grant and second tier options not earlier than five years from the date of grant. Basic tier options may normally be exercised only if there has been growth in the adjusted earnings per share of the Company equivalent to the increase in the Consumer Price Index plus 2%, compound, per annum over a period of at least three years following the date of grant.

Second tier options may normally be exercised only if the growth in the adjusted earnings per share over a period of at least five years is such as would place the Company in the top quartile of companies on the ISEQ index in terms of comparison of growth in adjusted earnings per share and if there has been growth in the adjusted earnings per share of the Company equivalent to the increase in the Consumer Price Index plus 10%, compound, per annum in that period.

Details of options held by the executive Directors under the DCC plc 1998 Employee Share Option Scheme are set out in the table below.

Share Ownership Guidelines
DCC's remuneration policy has at its core a recognition that the spirit of ownership and entrepreneurship is essential to the creation of long term high performance and that share ownership is important in aligning the interests of executive Directors and other senior Group executives with those of shareholders.

A set of share ownership guidelines is in place, effective from 1 April 2011, under which the Chief Executive, other executive Directors and other senior Group executives are encouraged to build, over a five year period, a shareholding in the Company with a valuation relative to base salary as follows:

Chief Executive
3 times annual base salary

Other executive Directors
2 times annual base salary

Senior Group executives
1 times annual base salary

The existing shareholdings held by the executive Directors, as shown in the table below, are substantially in excess of these guidelines.

Pension Benefits
A small number of senior Group executives, including the executive Directors, are participants in a defined benefit pension scheme which aims to provide, on the basis of actuarial advice, a pension of two thirds of pensionable salary at normal retirement date. Pensionable salary is calculated as 105% of basic salary and does not include any performance related bonuses or benefits.

The Irish Finance Act 2006 established a cap on pension assets by introducing a penalty tax charge on pension assets in excess of the higher of €5 million or the value of individual accrued pension entitlements as at 7 December 2005. The Irish Finance Act 2011 reduced these thresholds to the higher of €2.3 million or the value of individual accrued pension entitlements as at 7 December 2010. As a result of this change the Remuneration Committee decided that the executive Directors and the other senior Group executives, who are members of the defined benefit scheme, would have the option of continuing to accrue pension benefits as previously or to cap their benefits in line with the Irish Finance Act 2011 limits. The executive Directors and the other senior Group executives elected to cap their benefits and receive a taxable non-pensionable cash allowance in lieu of pension benefits foregone. All cash allowances have been calculated based on independent actuarial advice from Mercer, the scheme actuaries, as the equivalent of the cost to the Group of the pension benefits foregone. The cash allowances payable to the executive Directors for the year ended 31 March 2012 are set out in the table below.

Other senior Group executives participate in a defined contribution pension scheme.

Non-Executive Directors' Remuneration

The remuneration of the Chairman is determined by the Remuneration Committee for approval by the Board. The Chairman absents himself from the Committee meeting while this matter is being considered.

The remuneration of the other non-executive Directors is determined by the Chairman and the Chief Executive for approval by the Board.

The fees paid to non-executive Directors reflect their experience and ability and the time demands of their Board and Board committee duties. The fees are reviewed annually, taking account of any changes in responsibilities and benchmarking advice from external remuneration consultants on the level of fees in a range of comparable Irish and UK companies.

The basic non-executive Director fee amounts to €60,000 per annum and additional fees are paid to members and the Chairmen of Board committees. There have been no increases in these fees since 1 April 2009 with the exception of the fee for the Chairman of the Remuneration Committee which increased from €5,000 to €7,500 with effect from 1 January 2012.

The Chairman, Michael Buckley, received a total fee of €190,000 for the year ended 31 March 2012, inclusive of the basic fee and committee fees. This fee is unchanged since 1 April 2010, when it was reduced from the previous level of €225,000.

The Deputy Chairman and Senior Independent Director, David Byrne, received a total fee of €103,000, again inclusive of the basic fee and committee fees. This fee is unchanged since 1 April 2009.

Non-executives Directors do not participate in the Company's long term incentive schemes and do not receive any pension benefits from the Company. An office is provided for the use of the Chairman.

Directors' Service Agreements

With the exception of Tommy Breen, Chief Executive, who has a service agreement with a notice period of twelve months, none of the other Directors has a service contract with the Company or with any member of the Group.

Executive and Non-Executive Directors' Remuneration Details

The table below sets out the details of the remuneration payable in respect of Directors who held office for any part of the financial year.

Salary and Fees1
Bonus
Benefits2
Retirement Benefits
Expense3
Total
2012
€'000
2011
€'000
2012
€'000
2011
€'000
2012
€'000
2011
€'000
2012
€'000
2011
€'000
2012
€'000
2011
€'000
Executive Directors
Tommy Breen 700 700 245 434 58 55 334 221 1,337 1,410
Donal Murphy 400 374 75 126 39 36 130 115 644 651
Fergal O'Dwyer 400 374 90 227 39 37 190 115 719 753
 
Total for executive Directors 1,500 1,448 410 787 136 128 654 451 2,700 2,814
 
Non-executive Directors
Michael Buckley 190 190 - - - - - - 190 190
Róisín Brennan 68 65 - - - - - - 68 65
David Byrne 103 103 - - - - - - 103 103
Maurice Keane4 - 73 - - - - - - - 73
Kevin Melia 68 68 - - - - - - 68 68
John Moloney 68 68 - - - - - - 68 68
Bernard Somers 80 80 - - - - - - 80 80
Leslie Van de Walle5 74 26 - - - - - - 74 26
 
Total for non-executive Directors 651 673 - - - - - - 651 673
 
Ex gratia pension to dependant of retired Director 10 10
 
Total 3,361 3,497


Notes
1. Fees are payable only to non-executive Directors and include Board Committee fees.
2. In the case of the executive Directors, benefits relate principally to the use of a company car and life/disability cover.
3. The Irish Finance Act 2006 established a cap on pension assets by introducing a penalty tax charge on pension assets in excess of the higher of €5 million or the value of individual accrued pension entitlements as at 7 December 2005. The Irish Finance Act 2011 reduced these thresholds to the higher of €2.3 million or the value of individual accrued pension entitlements as at 7 December 2010. As a result of this change the Remuneration Committee decided that the executive Directors and the other senior Group executives, who are members of the defined benefit scheme, would have the option of continuing to accrue pension benefits as previously or to cap their benefits in line with the Irish Finance Act 2011 limits. The executive Directors and the other senior Group executives elected to cap their benefits and receive a taxable non-pensionable cash allowance in lieu of pension benefits foregone. All cash allowances have been calculated based on independent actuarial advice approved by the Remuneration Committee as the equivalent of the cost to the Group of the pension benefits foregone. Retirement Benefits Expense comprises an amount of €334,000 for Tommy Breen, being a cash allowance of €468,000 less the value of a reversal of previously funded benefits; an amount of €130,300 for Donal Murphy, being a cash allowance of €85,000 and an accrual of benefits of €45,300; and a cash allowance of €190,000 for Fergal O'Dwyer.
4. Maurice Keane resigned as a Director on 5 April 2011.
5. Leslie Van de Walle was appointed as a Director on 8 November 2010.

Executive Directors' Defined Benefit Pensions

The table below sets out the increase in the accrued pension benefits to which executive Directors have become entitled during the year ended 31 March 2012 and the transfer value of the increase in accrued benefit, under the Company's defined benefit pension scheme:


Increase in accrued
pension benefit (excl inflation)
during the year1
€'000
Transfer value
equivalent to the
increase in accrued
pension benefit2
€'000

Total accrued
pension benefit
at year end3
€'000

Executive Directors
Tommy Breen (10) (134) 338
Donal Murphy 18 120 115
Fergal O'Dwyer - - 162
Total 8 (14) 615


Notes
1. Increases are after adjustment for inflation over the year, if applicable, and reflect additional pensionable service and salary.
2. The transfer value equivalent to the increase in accrued pension benefit has been calculated on the basis of actuarial advice in accordance with Actuarial Statement of Practice ASP PEN-2. The transfer values do not represent sums paid to or due to the Directors named, but are the amounts that would transfer to another pension scheme in respect of the increase in accrued pension benefit during the year.
3. Figures represent the total accrued pension payable from normal retirement date, based on pensionable service at 31 March 2012.

Executive Directors' and Company Secretary's Long Term Incentives

DCC plc Long Term Incentive Plan 2009
Details of the executive Directors' and the Company Secretary's awards, in the form of nominal cost options, under the DCC plc Long Term Incentive Plan 2009 are set out in the table below:

At 31
March 2011
Number of optionsGrantedin year At 31March 2012 Performance period Earliest exercise date Market priceon award€
Executive Directors
Tommy Breen 53,743 - 53,743 1 April 2009 - 31 March 2012 20 August 2012 15.63
39,529 - 39,529 1 April 2010 - 31 March 2013 15 November 2013 21.25
- 48,000 48,000 1 April 2011 - 31 March 2014 15 November 2014 17.50
93,272 48,000 141,272
 
Donal Murphy 21,113 - 21,113 1 April 2009 - 31 March 2012 20 August 2012 15.63
18,894 - 18,894 1 April 2010 - 31 March 2013 15 November 2013 21.25
- 22,857 22,857 1 April 2011 - 31 March 2014 15 November 2014 17.50
40,007 22,857 62,864
 
Fergal O'Dwyer 23,353 - 23,353 1 April 2009 - 31 March 2012 20 August 2012 15.63
18,894 - 18,894 1 April 2010 - 31 March 2013 15 November 2013 21.25
- 22,857 22,857 1 April 2011 - 31 March 2014 15 November 2014 17.50
42,247 22,857 65,104
Company Secretary
Gerard Whyte 11,756 - 11,756 1 April 2009 - 31 March 2012 20 August 2012 15.63
8,647 - 8,647 1 April 2010 - 31 March 2013 15 November 2013 21.25
- 10,500 10,500 1 April 2011 - 31 March 2014 15 November 2014 17.50
20,403 10,500 30,903

DCC plc 1998 Employee Share Option Scheme
Details as at 31 March 2012 of the executive Directors' and the Company Secretary's options to subscribe for shares under the DCC plc 1998 Employee Share Option Scheme are set out in the table below.

Number of options   Options exercisedin year



At
31 March
2011




Exercised
in year




Lapsed
in year



At
31 March
2012
Weighted
average
option price
at 31 March
2012



Normal
Exercise
Period



Exercise
price

Market
price at
date of
exercise
 
Executive Directors
 
Tommy Breen
Basic Tier 170,000 (50,000) - 120,000 17.73 Nov 2005 - May 2018 10.25 17.63
Second Tier 95,000 - (50,000) 45,000 10.38 Nov 2007 - Nov 2012 - -
 
Donal Murphy
Basic Tier 60,000 (10,000) - 50,000 17.44 Nov 2005 - May 2018 10.25 17.63
Second Tier 30,000 - (10,000) 20,000 10.38 Nov 2007 - Nov 2012 - -
 
Fergal O'Dwyer
Basic Tier 117,500 (30,000) - 87,500 17.13 Nov 2005 - May 2018 10.25 17.63
Second Tier 70,000 - (30,000) 40,000 10.38 Nov 2007 - Nov 2012 - -
 
Company Secretary
 
Gerard Whyte
Basic Tier 60,000 (10,000) 50,000 17.19 Nov 2005 - May 2018 10.25 17.63
Second Tier 30,000 - (10,000) 20,000 10.38 Nov 2007 - Nov 2012 - -

The market price of DCC shares on 30 March 2012 was €18.56 and the range during the year was €16.70 to €23.07.

Additional information in relation to the DCC plc Long Term Incentive Plan 2009 and the DCC plc 1998 Employee Share Option Scheme appears in note 10.

Executive and Non-Executive Directors' and Company Secretary's Interests

The interests of the Directors and the Company Secretary (including their respective family interests) in the share capital of DCC plc at 31 March 2012 (together with their interests at 31 March 2011) are set out below:

No. of Ordinary Shares
At 31 March 2012
No. of Ordinary Shares
At 31 March 2011
 
Directors
Michael Buckley 10,000 10,000
Tommy Breen 290,000 279,395
Róisín Brennan - -
David Byrne 1,200 -
Kevin Melia 1,250 1,250
John Moloney 2,000 2,000
Donal Murphy 84,313 82,313
Fergal O'Dwyer 260,889 254,889
Bernard Somers 1,000 1,000
Leslie Van de Walle 670 -
 
Company Secretary
Gerard Whyte 144,400 142,200

All of the above interests were beneficially owned. Apart from the interests disclosed above, the Directors and the Company Secretary had no interests in the share capital or loan stock of the Company or any other Group undertaking at 31 March 2012.

The Company's Register of Directors Interests (which is open to inspection) contains full details of Directors' shareholdings and share options.

The information commencing with the Executive and Non-Executive Directors' Remuneration Details table above and continuing to page 83 forms an integral part of the audited financial statements and is covered by the Report of the Independent Auditors.


Leslie Van de Walle
Chairman, Remuneration Committee
14 May 2012

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