Remuneration Committee
The Committee is chaired by David Bell. The other members of
the Committee are Michael Harper, Nigel Moore, John Potter
and Will Wyatt. Each member of the Committee is independent.
During 2004, the Committee met four times.
Duties of the Committee:
- determining and agreeing with the Board the framework or
broad policy for the remuneration of the Company’s Chairman,
the executive directors, the Company Secretary and such
other members of the executive management as it is
designated to consider. No director or manager may be
involved in any decisions as to their own remuneration;
- in determining such policy, taking into account all factors
which it deems necessary. The objective of such policy is 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;
- reviewing the ongoing appropriateness and relevance of the
remuneration policy;
- approving the design of, and determining targets for, any
performance related pay schemes operated by the Company
and approving the total annual payments made under such
schemes;
- reviewing the design of all share incentive plans for approval
by the Board and shareholders. For any such plans,
determining 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;
- determining the policy for, and scope of, pension
arrangements for each executive director and other senior
executives;
- ensuring 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;
- within the terms of the agreed policy and in consultation with
the Chairman and/or Chief Executive as appropriate,
determining the total individual remuneration package of each
executive director and other senior executives including
bonuses, incentive payments and share options or other share
awards;
- in determining such packages and arrangements, give due
regard to any relevant legal requirements, the provisions and
recommendations in the Code and the UK Listing Authority’s
Listing Rules and associated guidance;
- reviewing and noting annually the remuneration trends across
the Company or Group;
- overseeing any major changes in employee benefits structures
throughout the Company or Group;
- agreeing the policy for authorising claims for expenses from
the Chief Executive and Chairman;
- ensuring that all provisions regarding disclosure of
remuneration including pensions, as set out in the Directors’
Remuneration Report Regulations 2002 and the Code are
fulfilled; and
- be exclusively 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 any reports or surveys that it
deems necessary to help it fulfil its obligations.
Reporting Responsibilities
- The Committee Chairman reports formally to the Board on its
proceedings after each meeting on all matters within its duties
and responsibilities.
- The Committee makes whatever recommendations to the
Board it deems appropriate on any area within its remit where
action or improvement is needed.
Other Responsibilities
- The Committee, at least once a year, reviews its own
performance, constitution and terms of reference to ensure it
is operating at maximum effectiveness and recommends any
changes it considers necessary to the Board for approval.
Authority
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. The Committee is also authorised by
the Board, in connection with the Committee’s duties, to obtain,
at the Company’s expense, any outside legal or other
professional advice.
Information correct at 13/04/05