ALAN JACKSON, managing director of BTR since 1991, has no contract with the company. Although he moved to England two years ago, he is employed by an Australian subsidiary, BTR Nylex, paid in Australian dollars and only seconded to the head office in London.
Directors' service contracts, available for inspection by shareholders at the company's head office, also show that only two of seven executive directors are employed directly by the holding company. Three have contracts with BTR Inc, a US subsidiary, and are paid in dollars. One other director works for BTR Nylex.
Stanley Williams, company secretary, said yesterday: 'We don't comment on tax situations, but there are practical reasons for directors to continue with their existing arrangements.' BTR refuses to say whether Mr Jackson, an Australian, is deemed by the Inland Revenue to be resident for income tax purposes.
Inland Revenue rules state that anyone who spends 183 days a year or more in the UK, regardless of their nationality, is considered to be resident in the UK.
Contracts also show that four of BTR's five highest-paid executive directors were omitted from the statutory table of directors' remuneration in the latest report and accounts. The company said this was because their work was mainly carried out overseas.
Directors whose salaries were not recorded in the report include Mr Jackson, who earned Adollars 1.075m (pounds 448,000) last year, making him the highest-paid director. He was managing director of BTR Nylex in Australia for 14 years before taking over the top executive position two years ago.
Leaving Mr Jackson's salary out of the report and accounts ignores one of the recommendations of the Cadbury Report on corporate governance, which says: 'There should be full and clear disclosure of directors' total emoluments.'
Robert Faircloth, chief operating officer, was also left out of the remuneration table. He was paid dollars 675,000 (pounds 384,000) in 1992, the second-highest director's salary.
Other directors whose salaries are open to shareholders' scrutiny but left out of the report and accounts include Roberto Quarta, the American chief executive of BTR's sealing and control systems business. The company said he was omitted because he did not join the board until this year. He earned dollars 475,000 (pounds 270,000) last year, as much as the highest-paid UK- based director.
Mr Quarta's service contract includes a dollars 30,000-a-year housing allowance in the UK, suggesting that some at least of his duties will be in this country. Edgar Sharp, the American president of BTR Inc, earned dollars 630,000 (pounds 358,000).
Mr Williams admitted that the 1985 Companies Act, which sets out the framework for the disclosure of directors' pay, made it difficult to see clearly how much directors were paid.
He blamed the Act itself and added that BTR disclosed more than the strict letter of the law required. Unlike other large British companies, BTR also discloses current earnings for its directors. These show Mr Jackson's salary rising 5 per cent this year to Adollars 1.13m. The highest pay rise among the remaining directors this year is 6 per cent.
Under the Act, a company is only obliged to disclose the previous year's salary of the chairman and UK executive directors. Disclosures in the report and accounts were restricted to detailing the salaries of the chairman, Owen Green ( pounds 218,000), a director, Michael Smith ( pounds 273,000) and the finance director, Kathleen O'Donovan ( pounds 160,000), as well as smaller payments to four non-executive directors.
It is understood that BTR's 1993 report and accounts will spell out the remuneration of both UK-based and overseas directors.
The dollars 475,000 salary attributed to Roberto Quarta, a director at BTR, is for the current year, not as stated in yesterday's Independent. According to the company, Mr Quarta earned 'substantially less' before his appointment to the board in February 1993.
(Photographs omitted)Reuse content