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

Constitution and meetings

The members of the Remuneration Committee will be appointed by the board of directors of the Company (the “Board”) on recommendation by the Nomination Committee. The Remuneration Committee will consist of at least three members, all to be independent non-executive directors. The Chair of the Remuneration Committee is to be appointed by the Board. The Chair of the Board may not be Chair of the Remuneration Committee. The Company Secretary will be the secretary to the Remuneration Committee

Meetings will normally be held at least three times a year.

A quorum at meetings of the Remuneration Committee will be two.  Only members of the Remuneration Committee will have the right to attend Remuneration Committee meetings.  However, the Chief Executive Officer and the People Director will be invited to attend meetings of the Remuneration Committee on a regular basis and other non-members may be invited to attend all or part of any meetings when appropriate.

Draft minutes will be circulated to members of the Remuneration Committee for approval and, following approval, to the Board unless the Remuneration Committee Chair considers that it would be inappropriate to do so.

Roles and responsibilities

The main role and responsibilities of the Remuneration Committee are to:

  1. Determine the policy for executive director remuneration and setting remuneration for the chair, executive directors and senior management.
  2. Review workforce remuneration and related policies and the alignment of incentives and rewards with culture, taking these into account when setting the policy for executive director remuneration.
  3. Take responsibility for any appointment of remuneration consultants.
  4. Develop a formal policy for post-employment shareholding requirements encompassing both unvested and vested shares.
  5. Approve the design of, and determine targets for, any performance related pay schemes for executive directors and senior management and approve the total annual payout under any such schemes.
  6. Approve the design of share incentive plans and determine each year whether awards should be made and, if so, the individual and overall amount of such awards and performance targets to be used.
  7. Determine the policy for, and scope of, pension arrangements.

Other matters

The Remuneration Committee shall:

  • have access to sufficient resources in order to carry out its duties, including access to the Company Secretary for assistance as required;
  • determine whether to appoint a remuneration consultant to assist the Remuneration Committee in its work. Any consultant so appointed should be identified in the Annual Report alongside a statement about any connection it may have with the Company or any individual directors;
  • arrange for periodic reviews of its own performance and, at least annually, review its constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board.

Reporting

After each meeting, the Remuneration Committee will 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 Code, and produce a description of the work of the Remuneration Committee in the annual report. 

 

Authority

The Remuneration Committee is authorised 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.

Approved and adopted on 21 September 2018