Investor Relations

Remuneration Committee Report - Terms of Reference

References to “the Committee” shall mean the Remuneration Committee.
References to “the Board” shall mean the full Board of Directors.

1 Membership
1.1 The Committee shall comprise of the non-executive directors
1.2 The Board should appoint the Committee Chairman and determine the period for which they shall hold office
1.3 The Company Secretary or their nominee shall act as the Secretary of the Committee.

2 Meetings
2.1 The Committee shall meet formally at least twice a year.
2.2 A meeting of the Committee may be called by any member of the Committee or by the Secretary.
2.3 The quorum necessary for the transaction of business by the Committee shall be 2.
2.4 Notice of each meeting of the Committee, confirming the venue, time and date, and enclosing an agenda of items to be discussed shall, unless otherwise agreed by all concerned, be forwarded to each member of the Committee, any other person required to attend and all other non-executive directors, not fewer than 5 working days prior to the date of the meeting.
2.5 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.
2.6 The Chief Executive Officer of the Company shall have the right to attend and speak at meetings of the Committee. Others may be called upon to speak by prior arrangement with the Chairman of the Committee.
2.7 The Secretary shall keep appropriate records of all meetings of the Committee as well as minutes of the proceedings and all decisions made.
2.8 No Committee attendee shall participate in any discussion or decision on their own remuneration.

3 Duties
The Committee shall:
3.1 determine and agree with the Board the overall policy for the Remuneration of the Company’s executive management as it is designated to consider. The remuneration of non-executive directors shall be a matter for the Board;
3.2 in determining such policy, take into account factors that it deems necessary. The objective of such policy shall be to encourage retention and recruitment of executives of the appropriate calibre, to ensure that members of the executive management 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;
3.3 determine targets for any performance related pay schemes operated by the Company;
3.4 within the terms of the agreed policy, determine the total individual remuneration packages of each executive manager including, where appropriate, bonuses, incentive payments and share options;
3.5 determine the policy for and scope of pension arrangements, service agreements for the executive management team, termination payments and compensation commitments;
3.6 in determining such packages and arrangements, give due regard to the comments and recommendations of the Combined code as well as the Stock Exchange Listing rules and associates guidance;
3.7 oversee any major changes in employee benefit structures throughout the Company or group;
3.8 report on the reimbursement of any claims for expenses from the Board and executive management of the Company;
3.9 ensure that provisions regarding disclosure of remuneration including pensions as listed in Section 12.43A(c) of the London Stock Exchange’s Listing Rules are fulfilled;
3.10 produce, at the request of the Company’s auditors, an annual report of the Committee’s remuneration policy which will form part of the Company’s Annual Report and Accounts;
3.11 consider each year whether circumstances are such that the shareholders at the AGM should be invited to approve the remuneration policy which has been set out in the Company’s Annual Report and Accounts;
3.12 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.

4 Authority
4.1 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.
4.2 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 its 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 it fulfil its obligations.