Remuneration Committee
Principal Duties
The principal duties of the Committee are to:
- Determine and keep under review the Remuneration Policy to apply to the Executive Directors and the broad framework of the policy that applies to other senior Executives
- Within the terms of the agreed policy, and in consultation with the Chairman and (except in relation to his own remuneration) the Chief Executive, agree the remuneration for the Chairman and the other Executive Directors, and having oversight of the remuneration of members of the Executive Board, including the annual pay review, and setting targets under the annual bonus and LTIP award
- Approve awards to be made under the Company’s share plans
- Appoint and setting the terms of reference for any Remuneration consultants, and receiving their reports and advice
- Engage with shareholders and colleagues in respect of executive remuneration
- Ensure that all relevant reporting requirements in respect of executive remuneration are complied with.
No member of the Committee ever participates in a discussion concerning his or her own remuneration
The full terms of reference of the Committee can be found here:
Principal Activities
- Amended Remuneration Policy adopted by shareholders
- Approval of remuneration packages for Nick Wilkinson and Laura Carr
- Adopted wider malus and clawback provisions
- Approval of FY19 remuneration for the Executive Directors, to include the annual salary increase, targets applicable to the FY19 annual bonus, and the award to be made under the LTIP
Committee Membership
The following Directors served on the Remuneration Committee during the year:
| Member | Period from: | To: |
|---|---|---|
| William Reeve (Chair) | 1 July 2015 | To date |
| Liz Doherty | 1 May 2013 | To date |
| Andy Harrison | 1 September 2014 | To date |
| Peter Ruis | 10 September 2015 | To date |
| Rachel Osborne1 | 1 April 2018 | 28 August 2018 |
1 Rachel Osborne stepped down from the Board and the Committee on 29 August 2018. Ian Bull and Paula Vennells were appointed to the Board and the Committee after the year end.
The Company Secretary acts as secretary to the Committee.
Committee Meetings
Three meetings were held in the year and members’ attendance was as shown in the table below:
| Member | Meetings attended: |
|---|---|
| William Reeve | 3/3 |
| Liz Doherty | 3/3 |
| Andy Harrison | 3/3 |
| Peter Ruis | 3/3 |
| Rachel Osborne | 1/1 |
No Director ever participates when his or her own remuneration is discussed.