 |
Remuneration Committee Terms of Reference (as approved by the Board of Directors on 28 February 2007) A. Membership 1. The Committee shall comprise of at least three members, each of whom shall be appointed by the Board. 2. All members of the Committee shall be non executive directors who are independent of management and free from any business or other relationship which could interfere with the exercise of their independent judgement. 3. The Chairman of the company may also be a member of the Committee, but not chair, unless they were considered independent on appointment as Chairman. 4. The Board shall appoint the Committee Chairman. 5. The Company Secretary or a nominee shall act as the Secretary of the Committee. B. Meetings 1. The Committee shall meet formally at least three times a year. 2. A meeting of the Committee may be called by any member of the Committee or by the Secretary. 3. Notice of each meeting of the Committee, confirming the venue, time and date together with an agenda of items to be discussed shall be forwarded to each member of the Committee, any other person required to attend and all other non executive directors, not fewer than three working days prior to the date of the meeting. 4. The quorum for meetings shall be two. 5. The Chief Executive and Finance Director shall attend by invitation and others may be called upon or shall be able to attend by prior arrangement with the Chairman of the Committee. 6. In the absence of the Committee Chairman or any appointed deputy, the remaining members present shall elect one of their number to chair the meeting. 7. The Secretary/Chairman of the Committee shall keep appropriate records of all meetings of the Committee as well as minutes of the proceedings and all decisions made. 8. No Committee attendee shall participate in any discussion or decision on their own remuneration. 9. Copies of the minutes of the meetings shall be circulated to all members of the Committee and to the Chairman of the Board; any director may, upon request to the Secretary of the Committee, provided that there is no conflict of interest, obtain copies of the Committee's agenda and minutes. 10. The Chairman of the Committee shall attend the Annual Meeting prepared to respond to any shareholders questions on the Committees' activities. C. Duties The Committee shall: - 1. Determine and agree with the Board the framework or broad policy for the remuneration of the Chairman of the company, the Company Secretary, members of the Group Management Board (which includes the executive directors) and certain other senior executives. The remuneration of non executive directors shall be a matter for the Board. 2. The objective of such policy shall be to ensure that these employees of the company 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 company. 3. Determine targets for any performance related pay schemes operated by the company. 4. Within the terms of the agreed policy, determine the total individual remuneration packages of each relevant individual including, where appropriate, bonuses, incentive payments and share options. 5. Determine the policy for and scope of pension arrangements and service agreements, termination payments and compensation commitments. 6. Ensure that contractual terms on termination, and any payments made, are fair to the individual and the company, that failure is not rewarded and that the duty to mitigate loss is fully recognised. 7. In determining such packages and arrangements, give due regard to the comments and recommendations of the Combined Code as well as the UK Listing Authority Rules and associated guidance. 8. Oversee any major changes in the executive benefit structures throughout the company or group. 9. Ensure that provisions regarding disclosure of remuneration including pensions as listed in the Director' Remuneration Report Regulations 2002, are fulfilled. 10. Produce annually a report setting out the work and responsibilities of the Committee for inclusion in the Company's Annual Report and Accounts. 11. Report the frequency of, and attendance by members at, Remuneration Committee meetings in the company's Annual Report and Accounts. 12. Ensure that the Chairman of the Committee or, in their absence, an appointed deputy attends the company's AGM to answer shareholders' questions about directors' remuneration. 13. Approve the recommended payments under the Executive Bonus Scheme and invite employees to participate in the Long Term Incentive Plan. 14. Approve the allocation of profits under the Employee Profit Share Scheme. 15. Agree the policy for authorising claims for expenses from the Chief Executive, Finance Director and Chairman. 16. Make available the Committee's Terms of Reference and where necessary these should be updated annually. 17. Conduct an annual review of their work. D. Authority 1. The Committee is authorised by the Board to seek any information it requires from any employee of the company in order to perform its duties. 2. The Committee is authorised by the Board, when the fulfilment of its duties requires, to obtain any outside legal or other professional advice including the advice of independent remuneration consultants, to secure the attendance of external advisers at it's meetings, if it considers this necessary, and to obtain reliable, up-to-date information about remuneration in other companies, at the company's expense. The Committee shall have full authority to commission any reports or surveys which it deems necessary to help fulfil its obligations. |
