Corporate Governance - Remuneration Committee


  1. Membership

    The Remuneration Committee ("the Committee") shall be constituted as a committee of the Board of Directors ("the Board") and shall be comprised entirely of the Independent Non-Executive Directors of the Company.

    The members of the Committee should have no personal financial interest (other than as shareholders in the Company) in the Committee's decisions.

    The Board shall appoint the Committee Chairman.

    Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the Chairman, Chief Executive and external advisers may be invited to attend for all or part of any meeting as and when appropriate.

    The Group Company Secretary or their nominee shall act as the Secretary of the Committee.

  2. Meetings

    Meetings of the Committee shall be summoned by the Secretary of the Committee at the request of any of its members

    The Committee shall meet from time to time as appropriate in addition to its principal meeting(s) to determine, on behalf of the Board, the individual remuneration and benefit packages of the Executive Directors and the Company Secretary and to approve any arrangements and awards of restricted shares under the Company's long term incentive plan.

    The quorum shall be two members.

    No person shall be present when his/her own remuneration is being considered.

    The Chairman of the Committee shall attend the Annual General Meeting prepared to respond to any shareholder questions on the Committee’s activities.

  3. Duties

    The duties of the Committee shall be:

    1. to provide advice and recommendations to the Board regarding the framework for executive remuneration and to determine, on behalf of the Board, the individual remuneration packages (including pension rights and any compensation packages) of each executive director, he company secretary and other members of the executive management team as it is designated to consider;
    2. to ensure that the remuneration policy gives executive directors and executive management the incentive and encouragement to enhance the company's performance and to ensure that they are fairly, but responsibly, rewarded for their individual contributions;
    3. to ensure that all provisions regarding disclosure of remuneration including pensions, as set out in the Directors’ Remuneration Report Regulations 2002 and the Combined Code are fulfilled;
    4. to have regard to conditions of service and remuneration provided:
      1. in other organisations for comparable duties;
      2. within the company and its subsidiaries so that appropriate relationships are maintained and that the Committee's decisions may, as far as possible, be consistent and fair, and be seen as such;
    5. to review the policy and guidelines set down for the operation of share option and any other long-term incentive schemes within the Group. Also to review and recommend to the PLC Board for approval, the award of restricted shares or share options;
    6. to consider what compensation commitments (including compensation for pension commitments) contained in Directors' service contracts (if any) would entail in the event of early termination, particularly for unsatisfactory performance and to have regard to such issues in approving the service contracts of Executive Directors
    7. to make available to the public its terms of reference, setting out the committee’s delegated responsibilities;
    8. to consider any other items specifically delegated to the Committee by the Board.
  4. Reporting Procedures

    The Committee’s Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.

    The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

    The Secretary shall circulate minutes of meetings of the Committee to all members of the Board.

    The Committee shall produce an annual report of the Company’s remuneration policy and practices as described at 3 (iii) above which will form part of the Company’s Annual Report and ensure each year that it is put to shareholders for approval at the AGM.

  5. Other

    The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

  6. Authority

    The Committee is authorised by the Board to carry out any investigation relevant to its terms of reference and to consult the Chairman and the Chief Executive about their proposals; and

    The Committee is authorised to seek any information it requires from any employee and to obtain expert advice from the Company's appointed advisers and to take independent professional advice and to request the attendance of such employees or advisers as it sees fit at the expense of the Company.