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• Chairman's statement
• Business review
• Corporate social responsibility statement
• Board of directors
• Directors' report
• Directors' remuneration report
• Auditors' report
• Consolidated financial statements
• Notes to the consolidated financial statements
• Company balance sheet
• Notes to the company's accounts
• Shareholder information
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Directors' remuneration and interests

The auditors are required to report on the information contained in the following sections a) to e).

Mr Poulter's remuneration as Chairman of £100,000 p.a. in 2005 was supplemented by an additional £115,000 reflecting the responsibilities assumed by Mr Poulter during the period in which he was acting Chief Executive.

Mr O'Higgins and Mr Watson received a salary supplement in lieu of company pension contribution for the first three months of their employment of £21,875 and £15,625, respectively. These amounts are included in their salary figures.

Benefits in kind include company cars, private fuel and medical expenses insurance. Taxable expenses relate to allowances paid in lieu of company cars and private fuel.

During the year Mr Harris received £11,666 in respect of his appointment as a non-executive director of Brixton plc and Mr Webster received £28,864 in respect of his appointment as a non-executive director of Raymarine plc.

Shares other than those marked SAYE relate to executive share option grants. Entitlement to exercise grants under the unapproved 1996 Executive Share Option Plan is conditional upon a performance criterion requiring compound growth in normalised earnings per share ("EPS") over three years up to 5% per annum in excess of the increase in the retail prices index (refer to the Directors' remuneration report on page 30 for further explanation). No consideration was paid by any recipient in relation to the grant of an option and there were no changes to the conditions on which any option was granted during the year.

J W Poulter exercised 41,037 options under the Unapproved 1996 Executive Share Plan during the year. The gain on exercise was £61,346.

J C Webster exercised 90,648 options under the Unapproved 1996 Executive Share Plan during the year. He exercised 65,000 options, selling sufficient shares to pay the exercise and dealing costs and income tax due on exercise, retaining the balance of 21,908 shares. The gain on exercise was £244,443. He further exercised 15,389 options at a gain of £18,924 and 10,259 options at a gain of £14,841. He also exercised 1,969 options under the Spectris Savings Related Share Option Scheme, retaining all 1,969 shares. The gain on exercise was £4,194.

The aggregate gains on exercise for all directors were thus £343,748 (2005: £54,271).

Options granted to S Hare lapsed on his leaving employment.

e) Directors' share awards under the Spectris Performance Share Plan

The awards were made as conditional rights to acquire shares (structured as nominal cost options), and the number of shares awarded were based on the mid-market closing price of the company's shares on the business day prior to the date of grant. For each of Mr O'Higgins, Mr Harris and Mr Webster, the value of the award was equivalent to 100%, 67% and 67%, respectively, of his base salary at the date of grant. For Mr Watson, the value of his award was equivalent to one quarter of 67% of his base salary at the date of grant, being pro-rated to reflect his joining the company on 1 October 2006. Following satisfaction, in whole or part, of the performance criteria attaching to the awards, the directors may call for the release to them of the shares subject to the award during the above shown exercise periods.

f) Directors' interests

The following directors or their families had beneficial interests in the ordinary shares of the company:

There were no changes to the above interests between the year end and the date of this report.

No director had during the year or at the end of the year any material interest in any contract of significance to the group's business.

At 31 December 2006 the middle market closing share price on the London Stock Exchange was 783.5p. The highest share price in the year was 795.25p and the lowest was 540.25p. At 31 December 2006 each of the executive directors was deemed to have a non–beneficial interest in 67,491 (2005: 1,133,395) ordinary shares held by the Trustees of the Spectris plc Employee Benefit Trust of which the directors are among the class of discretionary beneficiaries.

By order of the Board

A J Reading
Chairman of the Committee
23 February 2007

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