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Renumeration Committee

Terms of reference

Membership

The Remuneration Committee (the “Committee”) shall consist of Ken Minton, Chris Girling, Kevin Matthews and Matthew Peacock. It should be confirmed that all of the above-named are independent. The Chairman of the Company shall not be a member of the Committee.

The Chairman of the Committee shall be Ken Minton.

Attendance at Meetings

The Company Secretary or the Deputy Company Secretary shall be the Secretary of the Committee.

No director should be involved in any decisions as to his own remuneration.

Authority

The Committee shall be authorised by the Board to investigate any activity within its terms of reference.

The Committee shall be authorised by the Board to obtain outside legal, financial or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

Principal Responsibilities

The responsibilities of the Committee will be as follows:-

  • Determine and agree with the Board the framework for the remuneration of the executive directors and such other members of the executive management as it is designated to consider.

  • The remuneration of the non-executive directors shall be dealt with by the Chairman and executive members of the Board.

  • To set the targets for any performance-related pay schemes operated by the Company.

  • To determine the policy and scope of pension arrangements for each executive director.

  • To ensure that on termination any contractual terms and payments made are fair to the individual concerned, and to the Company. The Committee should also take a robust line to ensure that a departing director’s failure is not rewarded and that the duty to mitigate loss has been recognised.

  • To review and agree a standard form of contract for the executive directors and make sure that new executive directors are offered and accept terms within the agreed level.

  • Within the terms of the agreed policy to determine the total individual remuneration package of each executive director to include, where appropriate, incentive payments, share options and bonuses.

  • To give due regard to the contents of the Code, the Listing Rules and associated guidance.

  • To advise on any major changes in employee benefit structures throughout the Company or group.

  • To make sure that provisions regarding disclosure of remuneration, to include pensions, as set out in the Directors’ Remuneration Report Regulations 2002 and the Code are followed.

  • To agree the policy for authorising expense claims from Chief Executive and Chairman.

  • To be responsible for the appointment of any remuneration consultants who advise the Committee, establishing the selection criteria for the consultant and setting down the terms of reference for the same.

  • The Committee should also recommend and monitor the structure and level of remuneration for senior management.