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Remuneration Committee

The Remuneration Committee is comprised of the three non-executive directors and is chaired by Andrew Eastgate.

It establishes, on behalf of the board, the remuneration policy, approves specific arrangements for the Chairman and the executive directors, and reviews and comments upon the proposed arrangements for senior management so as to ensure consistency within the overall remuneration policy and group strategy.

The committee has an agenda linked to events in the group's financial calendar, normally meeting at least twice a year, including meetings before the annual and interim results announcements. The Chief Executive may, by invitation, attend Remuneration Committee meetings, except when his own remuneration is discussed. During the period no director was – and procedures are in place to ensure that no director is – involved in deciding or determining their own remuneration.

A description of the activities of the Remuneration Committee can be found in our annual report and accounts.

Members

Membership 
At least three members, all to be independent non-executive directors
Chairman 
Appointed by the board, to attend the AGM
Secretary 
Company Secretary
Quorum 
Two members
Attendees 
By invitation, Chairman, Group Chief Executive, Group Finance Director
Frequency of meetings 
Normally four times a year
Reporting procedure 
Minutes to be circulated to committee members and, following approval, to other members of the board, unless it would be inappropriate to do so. To ensure that the contact in maintained with shareholders

Terms of reference

1 The remuneration committee is authorised by the board to carry out the duties set out in these terms of reference. In fulfilling this authority, the committee is further authorised by the board to:

  • seek any information that it requires from any employee of the company and all employees are directed to co-operate with any request made by the committee;
  • have unrestricted access to company documents and company information; and
  • obtain, at the company's expense, outside legal or independent professional advice on any matters within its terms of reference and secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

2 The duties of the remuneration committee are to:

  • determine and agree with the board the framework or broad policy for the remuneration of the company's chairman, executive directors, company secretary and senior executive management and any others it is requested to consider. Non-executive director's remuneration shall be a matter for the chairman and the executive directors with no one involved in decisions as to their own remuneration;
  • in determining such policy, to ensure that appropriate incentives are provided to encourage enhanced performance, the committee should take into account relevant legal and regulatory requirements, the provisions and recommendations of the UK Corporate Governance Code and associated guidance and remuneration trends across the company, especially when determining annual salary increases;
  • review the ongoing appropriateness and relevance of the remuneration policy;
  • within the agreed policy and with appropriate consultation, determine individual remuneration packages including bonuses and performance related incentives, a significant proportion of remuneration to be structured to link corporate and individual performance;
  • obtain reliable, up-to-date information about remuneration in other companies. The committee shall have authority to appoint remuneration consultants and to commission or purchase any reports, surveys or information which it deems necessary, within any budgetary restraints imposed by the board;
  • establish the selection criteria, appointing and setting the terms of reference for any remuneration consultants who advise the committee;
  • approve the design of, and determine targets for, any performance related pay schemes and approve the total annual payments made under such schemes;
  • review the design of share incentive plans for approval by the board and shareholders and determine each year whether awards will be made, and if so, the individual and overall amount of such awards and performance targets to be used;
  • determine the policy for, and scope of, pension arrangements;
  • ensure that contractual terms on termination, and any payments made, are fair, that failure is not rewarded and that the duty to mitigate loss is recognised;
  • oversee any major changes in employee benefit structures;
  • authorise any contract of employment or related contract or any amendments thereto;
  • agree the policy for authorising directors claims for expenses; and
  • determine the principles on which outside directorships may be accepted.

3 In carrying out its duties, the remuneration committee shall have regard to the principles and provisions set out in the UK Corporate Governance Code and other Codes and applicable Rules as appropriate. It will also arrange for the periodic review of its own performance and its terms of reference.

4 The group chief executive will report on significant company-wide changes in salary structure, terms and conditions affecting senior employees.

5 After each meeting, the committee shall report to the board on its proceedings, make appropriate recommendations on any area within its remit, including recommending to the board for approval any statement of compliance or explanation of non-compliance required to be made or given by the company in respect of the combined code, and produce a report on the company's remuneration policy and practices to be included in the annual report and ensure that it is put to shareholders for approval at the AGM.