The Remuneration Committee is comprised of the four independent Non-executive Directors and the Chairman, and is chaired by Andrew Eastgate.
It establishes, on behalf of the Board, the remuneration policy, approves specific arrangements for 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
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:
The Remuneration Committee shall:
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.
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