Michael Page International

Remuneration Report, continued

Emoluments

The aggregate emoluments, excluding pensions, of the Directors of the Company who served during the year were as follows:

2005	Salary and fees £'000	Benefits (note 2) £'000	Annual Bonus (note 3) £'000	Deferred Annual Bonus (note 3) £'000	Incentive Share Plan (note 4) £'000	Compensation for loss of office (note 5) £'000	Total £'000
Executive
Terry Benson	354	30	354	314	-	-	1,052
Stephen Burke (note 5)	98	8	98	-	-	410	614
Charles-Henri Dumon (note 1)	236	197	236	432	209	-	1,310
Steve Ingham	227	48	227	441	209	-	1,152
Stephen Puckett	219	29	219	448	209	-	1,124
Non-Executive
Sir Adrian Montague CBE	63	-	-	-	-	-	63
Stephen Box	34	-	-	-	-	-	34
Rob Lourey (note 6)	6	-	-	-	-	-	6
Tim Miller (note 6)	12	-	-	-	-	-	12
Hubert Reid	29	-	-	-	-	-	29
Total	1,278	312	1,134	1,635	627	410	5,396

2004	Salary and fees £'000	Benefits (note 2) £'000	Annual Bonus (note 3) £'000	Deferred Annual Bonus (note 3) £'000	Incentive Share Plan (note 4) £'000	Total £'000
Executive
Terry Benson	344	29	344	177	119	1,013
Stephen Burke	229	20	229	118	119	715
Charles-Henri Dumon	229	207	229	118	119	902
Steve Ingham	207	42	207	107	119	682
Stephen Puckett	213	35	213	110	119	690
Non-Executive
Sir Adrian Montague CBE	50	-	-	-	-	50
Stephen Box	30	-	-	-	-	30
Rob Lourey	25	-	-	-	-	25
Hubert Reid	25	-	-	-	-	25
Total	1,352	333	1,222	630	595	4,132

Pension contributions:

	2005 £'000	2004 £'000
Terry Benson	106	103
Stephen Burke	47	46
Charles-Henri Dumon	38	40
Steve Ingham	21	20
Stephen Puckett	36	29

Notes to the emoluments:

1. Charles-Henri Dumon is the highest paid director.
2. Benefits include, inter alia, items such as company car or cash alternative, fuel, cash in lieu of pension contributions, and medical insurance. Charles-Henri Dumon's benefits also include housing and relocation costs.
3. The annual cash bonus for Board members is capped at 100% of salary. Any excess over this amount is deferred and invested in the Company's shares which vest in equal tranches over three years. The amount of the annual bonus earned by the remaining Executive Directors in 2005 but deferred to future periods was £1.6m (2004: £0.6m).
4. Represents the non-performance proportion of the Incentive Share Plan to be awarded in March 2006.
5. On 25 May 2005, Stephen Burke resigned as an Executive Director. During the period to 25 May 2005, his remuneration (salary, bonus and benefits) totalled £204,000. Details of his compensation for loss of office can be found below
6. Rob Lourey resigned on 25 April 2005. Tim Miller was appointed on 15 August 2005.

Compensation for loss of office

The Remuneration Committee has exercised its discretion over Stephen Burke's compensation for loss of office, taking into consideration his length of service, his individual performance, the overall performance of the Group and the length of time the share based awards have been held. On termination of this contract, he received a compensation package totalling £410,000.

From 1 June 2005 until 31 December 2005 he received his normal monthly salary and contractual benefits (£146,000) whilst on garden leave during which time he was unable to be employed or otherwise engaged in a competing business.

On 31 December 2005 he was paid a lump sum representing salary and contractual benefits for the remaining five months of his notice period. During this five month period, he remains unable to solicit clients and employees of the Group without prior consent from the Board. The salary, benefits in kind and pension over the remaining five months of his notice period was £126,000 with his bonus entitlement under the Annual Bonus Plan being £138,000.

Restricted shares previously granted under the Incentive Share Plan and Annual Bonus Plan were transferred to Stephen Burke with the restrictions lifted at the discretion of the Remuneration Committee.

The total compensation granted to Stephen Burke is summarised in the table below.

	£'000
Salary and contractual benefits (1 June 2005 - 31 December 2005)	146
Salary and contractual benefits (1 January 2006 - 31 May 2006)	126
Annual Bonus Plan 2005	138
Compensation for loss of office as disclosed above	410

Directors' interests and share ownership requirements

Executive Directors are required to build and hold, as a minimum, a direct beneficial interest in the Company's ordinary shares equal to their respective base salary. As at 31 December 2005 all Executive Directors comply with this requirement.

The beneficial interests of the Directors who served throughout the year and their families in the ordinary shares of the Company of 1p each are shown below. Other than for Stephen Burke, there has been no change in these interests from 31 December 2005 to 1 March 2006.

	Ordinary shares of 1p	At 1 January 2005	Acquired in year	Disposal in year	At 31 December 2005 or date of resignation
Terry Benson	Direct Holding	3,000,000	-	(1,000,000)	2,000,000
Stephen Burke (note 1)	Direct Holding	1,075,672	-	-	1,075,672
Charles-Henri Dumon	Direct Holding	1,372,997	-	(40,000)	1,332,997
Steve Ingham	Direct Holding	1,000,000	-	-	1,000,000
Stephen Puckett	Direct Holding	203,526	-	-	203,526
Stephen Box ‡	Direct Holding	15,000	-	-	15,000
‡ Non-Executive Director

Note:

1. Stephen Burke resigned on 25 May 2005.

No other director has a holding in the Company.