Remuneration Committee
Principal Duties
The principal duties of the 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
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 remuneration for the Executive Directors, to include the annual salary increase, targets applicable to the annual bonus, and the award to be made under the LTIP
Committee Membership and Meetings
The table below sets out the membership and attendance of Directors on the Remuneration Committee during the year:
| Member | Period from: | To: | Meetings attended: |
|---|---|---|---|
| William Reeve (Chair) | 1 July 2015 | To date | 5/5 |
| Ian Bull1 | 10 July 2019 | To date | 4/4 |
| Andy Harrison | 1 September 2014 | To date | 5/5 |
| Peter Ruis | 10 September 2015 | To date | 5/5 |
| Paula Vennells1 | 4 September 2019 | To date | 3/4 |
| Liz Doherty2 | 1 May 2013 | 19 November 2019 | 2/2 |
1. Ian Bull and Paula Vennells were both appointed to the Board during the financial year, and joined the Committee on appointment.
2. Liz Doherty retired from the Board and the Committee, as planned, on 19 November 2019.
The Company Secretary acts as secretary to the Committee.
No Director ever participates when his or her own remuneration is discussed