REMUNERATION COMMITTEE
The members of the Remuneration Committee are:
- Paul Harrison, Chairman
- William Eccleshare
- Victoria Jarman
- Richard Smelt
- Paul Stoneham
- Pippa Wicks
Terms of Reference
To determine and agree with the Board, the Board policy for the remuneration of the Chairman, executive directors, Company Secretary and designated direct reports to Directors ("Specified Individuals").
Constitution:
The Committee will consist of Independent non executive directors exclusively, appointed by the Board on the recommendation of the Nomination Committee with a minimum of three to be a quorum. Committee membership will initially be for three years and can be subsequently extended by additional three-year periods, provided that the relevant member continues to meet the criteria for membership of the Committee. The Chairman of the Company may also be a member of the Committee, provided he/she was considered to be independent on appointment as Chairman.
The Company Secretary will act as Secretary to the Committee, ensuring papers are distributed and minutes of decisions are maintained.
The Committee shall invite members of management and advisors to attend its meetings as it sees fit.
Duties:
Determine the salary and incentive payments for the Specified Individuals within the agreed policy, in relation to directors taking into account remuneration policy and practice across the Group, and review the ongoing appropriateness.
Design, implement and manage performance related pay and share incentive schemes for the Specified Individuals to include target setting and approve all incentive schemes which include any share element, giving due regard to any relevant legal requirements, the provisions and recommendations in the UK Corporate Governance Code, the UK Listing Authority’s Listing Rules and associated guidance. Performance criteria should be challenging and should reflect the Company's objectives and include non-financial performance metrics where appropriate. Regard should also be given to the risk-related aspects of remuneration policy to avoid incentivising excessive risk-taking and to ensure that the committee has oversight of any associated risks throughout the Group, which may arise as a result of remuneration.
Determine the policy and scope of pension arrangements for each executive director.
Determine the total individual remuneration for each Specified Individual.
Ensure that contractual terms on termination and any payments made are fair to the individual and Company, that failure is not rewarded and that the duty to mitigate the loss is reflected.
Be aware of and advise the Board on any major changes in employee benefit structures applicable to the Group and note annually remuneration trends across the Group.
Set the policy for authorising expense claims from the Chief Executive and Chairman.
Remain exclusively responsible for establishing the selection criteria and management of the Remuneration consultants who advise the Committee.
Prepare a Remuneration Report for approval by the board, in line with existing regulation for publication in the Annual Report.
Report its activities to the Board on a regular basis and review these terms of reference on an annual basis.
