Investor Relations » Remuneration Committee

Constitution

1. The members of the Remuneration Committee will be appointed by the Board of the Company from time to time.

2. The Remuneration Committee shall be constituted as a sub-committee of the Board of the Company. It shall consist of a minimum of 2 members, membership being confined to non-executive Directors. The Chairman of the Remuneration Committee shall be appointed by the Board of the Company.

3. The quorum for decisions of the Remuneration Committee shall be any 2 members.

4. In order to fulfil the Committee’s overall purpose of ensuring that the Company’s Chairman, executive directors and senior management are fairly rewarded and of demonstrating that the remuneration of the directors is independently approved and monitored, the members of the Remuneration Committee shall:-

4.1 have no personal financial interest, other than as shareholders, in the Remuneration Committee’s decisions;

4.2 have no "cross-directorships" with the Chairman or executive Directors which could be thought to offer scope for mutual agreements to bid up each other’s remuneration; and

4.3 have a good understanding, enhanced as necessary by appropriate training or access to expert advice, of the areas of Remuneration Committee business.

Role

5. The Remuneration Committee shall on behalf of the Board of Directors and the shareholders of the Company:-

5.1 determine the Company’s broad policy for the remuneration of the group Chairman and executive Directors and the entire individual remuneration packages (including, but not limited to pension rights and any compensation payments and share option entitlements and share incentive entitlements) for each of the group Chairman and executive Directors;

5.2 give the Chairman and executive Directors every encouragement to enhance the Company’s performance and ensure that they are fairly rewarded for their individual contributions;

5.3 give full consideration to The Combined Code, set out with The Listing Rules of the UK Listing Authority, and shall be sensitive to the wider scene, including the levels of pay and employment conditions elsewhere within and outside the Company and the views from time to time of influential parties, including but not limited to the ABI and NAPF;

5.4 report to shareholders annually. The Board’s Remuneration Report shall be prepared by the Committee in line with the requirements of Schedule 7A to the Companies Act 1985 and, after approval by the Board, shall form part of, or be annexed to, the Company’s Annual Report;

5.5 review the proposed remuneration for the top tier of management that are not executive directors.

6. The Board authorises the Committee:-

6.1 to investigate any activity within its terms of reference and seek directly any information it requires from any employee, (all employees being directed to co-operate with any such request by the Committee); and

6.2 to obtain outside legal or other independent professional advice as is reasonably necessary at the cost of the Company and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

Procedure

7. Notwithstanding the quorum requirements all members of the Remuneration Committee should endeavour to attend all meetings at which matters of general remuneration policy or the contents of the Remuneration Committee’s annual report to shareholders are discussed. Attendance may be in person or by video conference call or telephone, provided that all persons participating in the meeting are able to hear and speak to each other throughout such meeting.

8. Meetings of the Remuneration Committee shall be held as and when appropriate, normally immediately before or after regular meetings of the full Board but formal meetings may be held on other occasions as required.

9. At least twenty-one days’ notice of any meeting of the Remuneration Committee shall be given although such notice period may be waived or shortened with the consent of all the members of the Remuneration Committee for the time being.

10. The Remuneration Committee shall be available at the Annual General Meeting of the Company to assist in answering any questions put to the Board on any aspect of the Remuneration Report or generally on remuneration principles and practice. The Remuneration Committee Chairman should also ensure that the Company maintains good contact with shareholders about remuneration in the same way as for other matters. Shareholders shall be invited to approve the Remuneration Report by resolution at the Annual General Meeting.

11. The Company’s Chairman, Chief Executive and/or Finance Director may be invited to attend relevant meetings (or parts thereof) of the Remuneration Committee to discuss the performance of the Chairman, other executive Directors and/or make proposals as necessary.

12. The Remuneration Committee shall take steps to ensure that it has access to reliable, up-to-date information about remuneration in other companies and it shall judge the implications of this information carefully. If it is considered necessary, the Remuneration Committee will be at liberty at the cost of the Company to draw on legal or other independent professional advice in carrying out its tasks.

13. The Board shall review these terms of reference every year and recommend any changes to them which they deem necessary to the Remuneration Committee.

Top