Policy & Guidelines
1. Constitution
The Board hereby resolves to establish a committee of the Board, to be
known as the Remuneration and Management Development Committee (“the Committee”).
2. Membership
2.1 The Committee shall
be appointed by the Board. All members of the Committee shall be non-executive
directors of the Company. The Committee shall consist of not less than
three members. Two members shall comprise a quorum at any meeting of
the Committee.
2.2 The Chairman of
the Committee shall be appointed by the Board from amongst the independent
non-executive directors.
3. Attendance at Meetings
3.1 Members of the
Remuneration and Management Development Committee and others by invitation.
3.2
The Company Secretary shall be secretary to the Committee.
4. Attendance at Meetings
4.1 Meetings shall
be held not less than twice each year and, where appropriate, shall
coincide with key dates in the Company’s financial
reporting cycle.
4.2 Additional meetings
shall be held as required, and any member of the Committee may request
a meeting if they consider that one is necessary.
5. Authority
The Committee is authorised by the Board: -
- To investigate any activity within its terms
of reference.
- To seek any information that it requires from
any employee (and all employees are directed to co-operate with any
request made by the Committee).
- To employ the services of any external remuneration
consultant or other professional adviser as it things fit, and may
invite any of such persons to attend such meetings of the Committee
as it consider appropriate.
- To obtain external
legal or other independent professional advice and request advisers
to attend meetings as necessary.
6. Responsibilities
The responsibilities of the Committee shall be: -
(i) Renumeration
- To determine and agree with the Board the framework
or Board Policy for remuneration of the Chief Executive, Chairman of
the company and such other members of the executive management as it
is designated to consider.
- To recommend to the Group Board the remuneration
for all executive directors and Company Chairman. The Company Chairman
will absent himself when his remuneration is discussed. It is for the
Group Board to ratify the recommendations of the Remuneration Committee.
- To
determine targets for any performance-related pay schemes operated
by the Company.
- To determine the policy for and scope of pension
arrangements for each executive director.
- To ensure the 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.
- Within the terms of agreed policy, to determine
the total individual remuneration package of each executive director
including, where appropriate, bonuses, incentive payments, share options
and any fringe benefits.
- In determining such packages and severance
arrangements, to give due regard to the contents of the Combined
Code as well as the UK Listing Authority’s Listing Rules and
associated guidance.
- To
be aware of and advise on any major changes in employee benefit structures
throughout the Company or Group.
- To agree the policy for authorising
claims for expenses from the Chief Executive and the Chairman.
- To ensure
the provisions regarding disclosure of remuneration, including pensions,
as set out in the Directors’ Report Regulations 2002
(SI2002/1986) and the Code are fulfilled.
- To consult the Chairman and/or
Chief Executive about its proposals relating to the remuneration of
other directors.
- To consider other topics
and issued as defined by the Board.
(ii) Management Development
- Keep under review, with the Chief Executive,
the management development and succession arrangements for all senior
executive appointments within the Group.
- Receive and consider reports on the identification
and career planning in respect of senior executives judged to have
potential for Board appointment and ensure the planned development
of people so identified.
- Decide
applications by full-time directors and executives who wish to accept
directorships outside the Group.
7. Reporting Procedures
7.1 Information
regarding individual directors shall first be transmitted to the individual
concerned via the Chairman of the Board and Chief Executive.
7.2 The Secretary
shall circulate the minutes of the meeting of the Committee to all members
of the Group Board.
7.3 The Chairman of
the Committee, or in his absence, another member of the Committee, shall
attend the Board Meeting at which the annual accounts and reports are
approved.
7.4 The Committee’s
responsibilities and activities during the year shall be disclosed in
the Annual Report and Accounts.
7.5 The Chairman of
the Committee or in their absence another member of the Committee, shall
attend the Annual General Meeting and answer questions, through the Chairman
of the Board, on the Committee’s
responsibilities and activities.
8. Self-Assessment and Appraisal
The Committee shall conduct an annual review of its work and terms of
reference, and an annual assessment of its own effectiveness and make
recommendations to the Board.
|
