Constitution

The Board has established a committee of the Board to be known as the Remuneration Committee. The objectives of the Committee are:

  • to provide the remuneration ("remuneration" shall be interpreted in the broadest sense to include all benefits and terms of employment) packages needed to attract, retain and motivate Executive Directors and senior employees;
  • to ensure that the Company's Executive Directors and senior employees are fairly rewarded for their individual contributions to the Company's overall performance;
  • to ensure that remuneration reflects current market practice. In determining remuneration, the committee will take into account comparable information for similar job functions in industrial service companies and other companies of a similar size;
  • to demonstrate that performance related elements of the remuneration of executive directors are designed to align their interests with those of shareholders;
  • to comply with established best practice and the Combined Code.

Authority

The Committee shall be appointed and empowered by the Board to implement the remuneration policy as established by the Board.

Membership

The members of the Committee shall not be less than three non-executive directors who will have no personal interest in the outcome of their decisions and who will give due regard to the interests of the shareholders and to the financial and commercial health of the Company.

Attendance at meetings

The Company Chairman will be invited to attend meetings when appropriate.

The Group Chief Executive will be invited to attend meetings to discuss performance of executive directors and make proposals as appropriate.

The Group Chief Executive will also report to the Committee on significant Group-wide changes in salary and compensation structure and terms and conditions affecting other senior management.

Chairman

The Chairman of the Committee shall be appointed by the Board.

Secretary

The Secretary of the Committee shall be appointed by the Board.

Advisors

As Directors of the Company, the Committee shall be entitled to seek any information it requires from any employee and all employees will be directed to co-operate with any request made by the Committee. The Committee has the authority to obtain outside legal or other independent professional advice at the expense of the Company, and to secure the attendance of external advisers with the relevant experience and expertise, if it considers this necessary.

Quorum

A quorum shall be two Committee members.

Frequency of meetings

Meetings shall be held as required but not less than twice per year

Sub committee

The Committee may appoint a sub committee.

Reporting procedures

1. Specific Duties

The Committee shall:

  • determine and review on an ongoing basis, with the Board, the framework for the remuneration of the Group's Chief Executive, Chairman, the executive directors, company secretary and other designated senior employees. Remuneration of non-executive directors shall be a matter for the Board. Nobody shall be involved in any decisions as to their own remuneration;
  • take into account all factors deemed necessary, including the contents of the Combined Code on Corporate Governance and the Listing Rules, with the objective of ensuring that members of the executive management of the Group are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Group;
  • approve the design of, and determine targets for, any performance related remuneration schemes operated by the Group and approve the total annual payments made under such schemes for the Executive Directors and other designated senior employees;
  • review the design of all share incentive plans for approval by the Board and shareholders. Determine each year whether awards will be made, and if so, their overall amount, individual awards to executive directors and any other designated senior employees and the performance targets to be used;
  • determine the policy for, and scope of, pension arrangements for each executive director and any other designated senior employees;
  • ensure contractual terms on termination of Executive Directors and designated senior employees are fair to the individual and the Group, that failure is not rewarded and that the duty to mitigate is fully recognised;
  • within the agreed framework and in consultation with the Chairman, determine the total individual remuneration package of each executive director and other designated senior employees;
  • review and note annually the remuneration trends across the Group including any major changes in employee benefits structures throughout the Group;
  • agree the policy for authorising claims for expenses from the Chief Executive and Chairman;
  • be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Committee: and to obtain reliable, up-to-date information about remuneration in other companies. The Committee shall have full authority to commission any reports or surveys which it deems necessary to help it fulfil its obligations.

2 Reporting Responsibilities

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.

The minutes of all Committee meetings will be circulated to the Board for ratification. This will also provide the opportunity for Board members not on the Committee 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.

3 Other

The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.