The Board has established a committee of the Board to be known as the Remuneration Committee. The objective of the Committee is to consider remuneration packages needed to attract, retain and motivate Executive Directors and senior employees and to ensure that they are compensated appropriately for their contributions to the Group’s performance. In doing so it should take into account market practice, regulatory provisions and the interests of shareholders and other stakeholders. Remuneration in this context shall be interpreted in the broadest sense to include all benefits and terms of employment.
The Committee shall be appointed by the Board. All members of the Committee shall be independent Non-Executive Directors of the Company who have no personal interest in the outcome of their decisions. The Committee shall consist of not less than three members. The Chairman of the Board may also serve on the Committee as an additional member if considered independent on his appointment as Chairman, but shall not be appointed Chairman of the Committee.
Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the Group Chief Executive, the General Manager HR and external advisers may be invited to attend for all or part of the meeting as appropriate.
The Chairman of the Committee shall be appointed by the Board from amongst the independent Non-Executive Directors.
The Company Secretary shall act as the secretary of the Committee.
A quorum shall be two members.
Meetings shall be held as required but not less than twice per year.
In order to perform its duties, the Committee shall be granted full access to Company information and can seek information from any employee of the business or from the Company’s advisers. It shall have access to sufficient resources to carry out its duties, including access to the Company Secretariat for assistance as required.
The Committee is further authorised, at the Company’s expense, to obtain outside legal or other independent professional advice, including the appointment of remuneration consultants and, within any budgetary restraints imposed by the Board, to commission or purchase any relevant reports, surveys or information which it deems necessary to help fulfil its duties.
Committee members may undertake appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members.
The Committee shall:
The Committee Chairman shall report to the Board on its proceedings after each meeting on all matters within its duties and responsibilities where appropriate.
The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
Where Board members are not present at the Committee meetings, the minutes will be circulated to them to provide them with the opportunity to raise any queries.
The Committee shall produce an annual report of the Group's remuneration policy and practices, which will form part of the Group's annual report and ensure each year that it is put to the shareholders for approval at the AGM.
The Chairman of the Committee shall attend the AGM and shall answer questions on the Committee’s activities and its responsibilities.