To determine and agree with the Board, the Board policy for the remuneration of the Chairman, Executive Directors, Company Secretary and designated direct reports to Directors ("Specified Individuals").
Constitution:
The Committee will consist of Independent Non Executive Directors exclusively, appointed by the Board on the recommendation of the Nomination Committee with a minimum of three to be a quorum. The Company Secretary will act as Secretary to the Committee, ensuring papers are distributed and minutes of decisions are maintained.
Duties:
Determine the salary and incentive payments for the Specified Individuals within the agreed policy and review the ongoing appropriateness.
Design, implement and manage performance related pay and share incentive schemes for the Specified Individuals to include target setting and approve all incentive schemes which include any share element.
Determine the policy and scope of pension arrangements for each Executive Director.
Determine the total individual remuneration for each specified individual.
Ensure that contractual terms on termination and any payments made are fair to the individual and Company, that failure is not rewarded and that the duty to mitigate the loss is considered.
Be aware of and advise the Board on any major changes in employee benefit structures applicable to the Group and note annually remuneration trends across the group.
Set the policy for authorising expense claims from the Chief Executive and Chairman.
Remain exclusively responsible for establishing the selection criteria and management of the Remuneration consultants who advise the Committee.
Prepare a Remuneration Report for approval by the board,in line with existing regulation for publication in the Annual Report
Adopted 23 July 2008
