The Remuneration Committee is responsible for:
- Assessing, reviewing and agreeing with the Board the remuneration policy for the Board and senior management excluding the non-executive Directors;
- Assessing and reviewing the remuneration policy and benefit structure for Group employees; and
- Monitoring the share incentive plans including participation and exceptional circumstances and amending the design of the plans in line with best practice.
Members of the Remuneration committee are shown below.
|No. of meetings
||9 of 9
||9 of 9
||7 of 9
||4 of 5
||7 of 7
1 Absence due to prior commitments, and short meeting notice.
2 Appointed to the Board 1 January 2019.
3 Absence due to hospital appointment.All Directors in office at that time were present at the AGM held on 19 September 2018. The external auditor and the Head of Group Internal Audit attended all Audit and Risk Committee meetings.
- The CEO attends meetings by invitation and assists the Committee in its deliberations, except when issues relating to his remuneration are discussed. No Directors are involved in deciding their own remuneration. The Company Secretary acts as Secretary to the Committee.
- The Committee shall meet at least twice a year and at such other times as the Chairman of the Committee Shall require.
- Determine and agree with the Board the framework or broad policy for the remuneration of the Company’s Chief Executive, Chairman, the executive Directors, the Company Secretary and such other members of the executive management as it is designated to consider. The remuneration of non‐executive Directors shall be a matter for the Chairman and the executive members of the Board. No Director or manager shall be involved in any decisions as to their own remuneration;
- In determining such policy, take into account all factors which it deems necessary including legal and regulatory requirements, the provisions and recommendations of the UK Corporate Governance Code ('the Code') and associated guidance. The objective of such policy shall be to ensure that members of the executive management of the Company are provided with appropriate incentives to encourage enhanced corporate performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company, having regard to views of shareholders and other stakeholders. The remuneration policy should have regard to the risk appetite of the Company and alignment to the Company's long-term strategic goals;
- Within the terms of the agreed policy and in consultation with the Chairman and/or Chief Executive as appropriate, determine the total individual remuneration package of each executive Director and other senior executives including bonuses, incentive payments,share options or other share awards, pension arrangements and termination payments;
- 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;
- In determining such packages and arrangements, give due regard to any relevant legal requirements, the provisions and recommendations in the Combined Code and the UK Listing Authority’s Listing Rules and associated guidance; 3.6. Determine and periodically review the framework for remuneration policy and employee benefit structures throughout the Group;
- Review the on-going appropriateness and relevance of the remuneration policy;
- Approve the design of, and determine targets for, any performance related pay schemes operated by the Group for executive directors and the company secretary and approve the total annual payments made under such schemes (in accordance with the provisions in Schedule A of the Code)
- Review the design of all share incentive plans for approval by the Board and shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to executive Directors and other senior executives and the performance targets to be used
- Be mindful of any recovery and withholding provisions available and consider whether they should be operated against any annual bonus and long-term incentive award
- Determine the policy for, and scope of, Group pension arrangements generally;
- Be 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, or purchase, any reports or surveys which it deems necessary to help it fulfill its obligations, subject to advising the Finance Director of the cost of any such reports or surveys;
- Review and note annually the outcome of any employee consultation on executive pay and agree how employees' views will be taken into account in determining directors' remuneration;
- Review and note following the Annual General Meeting (and at any other relevant time) the views given by shareholders and the results of the shareholder votes on executive pay and agree how the views of shareholders will be taken into account in determining the directors' remuneration; and
- Work and liaise as necessary with all other Board Committees