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REMUNERATION COMMITTEE DUTIES

The principal duties of the Remuneration Committee are to:

  • Have delegated responsibility for determining the policy for directors’ remuneration and setting remuneration
  • Establish remuneration schemes that promote long-term shareholding by Executive Directors that support alignment with long-term shareholder interests
  • Design remuneration policies and practices to support strategy and promote long term sustainable success, with executive remuneration aligned to Company purpose and values, clearly linked to the successful delivery of the Company’s long-term strategy
  • When determining Executive Director remuneration policy and practices, consider the Code requirements for clarity, simplicity, risk mitigation, predictability, proportionality and alignment to culture
  • Ensure that no Director or senior manager shall be involved in any decisions as to their own remuneration
  • In determining remuneration policy, take into account all other factors which it deems necessary including relevant legal and regulatory requirements, the provisions and recommendations of the Code and associated guidance
  • Review the ongoing appropriateness and relevance of the Remuneration Policy
  • Within the terms of the agreed Policy and in consultation with the Chair and/or Chief Executive, as appropriate, determine the total individual remuneration package of each Executive Director, the Company Chair and members of the Executive Board
  • Have full authority to appoint remuneration consultants and to commission or purchase any reports, surveys or information which it deems necessary
  • Review the design of all share incentive plans for approval by the Board and, where required, shareholders
  • Review workforce remuneration and related policies
  • Work and liaise as necessary with other Board committees, ensuring the interaction between committees and with the Board is reviewed regularly

No member of the Committee ever participates in a discussion concerning his or her own remuneration

REMUNERATION COMMITTEE MEMBERSHIP FY21

The table below sets out the membership and attendance of Directors on the Remuneration Committee during FY21:

Member Period from: To: Meetings
attended:
William Reeve (Chair) 1 July 2015 To date 5/5
Ian Bull 10 July 2019 To date 5/5
Andy Harrison 1 September 2014 To date 5/5
Peter Ruis 10 September 2015 To date 5/5
Arja Taaveniku1 15 February 2021 To date 2/3
Paula Vennells2 4 September 2019 25 April 2021 3/3

1. Arja Taaveniku was appointed to the Board during the financial year, and joined the Committee on appointment. She was unable to attend one meeting during the year due to a prior commitment.

2. Paula Vennells stepped down from the Board on 25 April 2021.

The Company Secretary acts as secretary to the Committee. No Director ever participates when his or her own remuneration is discussed.