The Remuneration Committee is responsible for setting the remuneration policy for all executive directors and the Company’s chairman and senior management. It meets at least three times a year with other meetings scheduled as required.
2.1 The Committee comprises at least three members, all of whom are independent non-executive directors. The chairman of the board serves on the Committee, does not chair it, and was considered independent on appointment as chairman.
2.2 Members of the Committee are appointed by the board on recommendation of the Nomination Committee and in consultation with the chairman of the Remuneration Committee.
2.3 Only members of the Committee have the right to attend committee meetings and other individuals may be invited to attend for all or part of any meetings as and when appropriate and necessary.
2.4 Appointments to the Committee are made by the board and shall be for a period of up to three years extendable by no more than two additional three-year terms, so long as members (other than the chairman of the board) continue to be independent.
2.5 The Secretary of the Committee is whoever is appointed by the Committee to that position.
2.6 The quorum for meetings is two.
3.1 To determine and advise the board on the framework or broad policy for the remuneration of the chief executive and the chairman of the Company, including pension rights and any compensation payments. It also monitors and ratifies the levels and structure of remuneration for other members of senior management.
3.2 To set the remuneration for all executive directors, the chairman and the company secretary. The remuneration of non-executive directors is a matter for the chairman and executive members of the board. No director or manager is involved in any decisions as to his or her own remuneration.
3.3 To determine the total individual remuneration package of each executive director including, where appropriate, bonuses, incentive payments and performance-based incentives. In determining such packages and arrangements the committee gives due regard to relevant legal and regulatory requirements, appropriate codes of practice and associated guidance.
3.4 To determine targets and monitor performance against those targets for any performance-related pay schemes operated by the Company.
3.5 The Committee shall have full authority to appoint remuneration consultants, and be exclusively responsible for establishing the selection criteria, and to commission or purchase any reports, surveys or information which it deems necessary at the expense of the company but within any budgetary restraints imposed by the board.
3.6 Approve the design of and determine targets for any performance-related pay schemes operated by the Company and approve the total annual payments made under such schemes.
3.7 Review the design of all share incentive plans for approval by the board and shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to executive directors, company secretary and other designated senior executives and the performance targets to be used.
3.8 Ensure that contractual terms on termination, and any payments made, are fair to the individual and the company, that failure is not rewarded and that the duty to mitigate loss is fully recognised.
3.9 To oversee any major changes in employee benefit structures throughout the company or group.
3.10 To agree the policy for authorising claims for expenses from the directors.
- Reporting responsibilities
4.1 To ensure that provisions regarding disclosure of information, including pensions, as set out in the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 and the Code, are fulfilled and produce a report of the company’s remuneration policy and practices to be included in the Company’s annual report and accounts and put to shareholders at the AGM. If remuneration consultants have been appointed, they should be identified in the annual report.
4.2 To ensure that the Company maintains contact as required with its principal shareholders about remuneration.
- Other matters
The Committee shall:
5.1 have access to sufficient resources in order to carry out its duties, including access to the company secretariat as required.