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.
At least three members, all to be independent non-executive directors
Appointed by the board, to attend the AGM
By invitation, Chairman, Group Chief Executive, Group Finance Director
Frequency of meetings
Normally four times a year
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
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:
2 The duties of the remuneration committee are to:
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.