2.1
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The Committee shall determine and agree with the board the framework or broad policy for the remuneration of the company’s Chief Executive, Chairman, the executive directors, the company secretary and such other members of the executive management as it is designated to consider. The remuneration of non-executive directors shall be a matter for the Chairman and the executive members of the board. No director or manager shall be involved in any decisions as to his own remuneration.
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2.2
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In determining such policy, the Committee shall take into account all factors which it deems necessary including relevant legal and regulatory requirements and the provisions and recommendations of relevant guidance. The objective of such policy shall be to ensure that members of the executive management of the company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the company.
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2.3
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When setting remuneration policy for directors, the Committee shall review and have regard to the remuneration trends across the company.
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2.4
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The Committee shall review the ongoing appropriateness and relevance of the remuneration policy.
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2.5
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The Committee shall approve the design of, and determine targets for, any performance related pay schemes operated by the company and approve the total annual payments made under such schemes.
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2.6
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The Committee shall review the company’s arrangements for its employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The Committee shall ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow up action.
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2.7
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The Committee shall review the design of all share incentive plans for approval by the board and shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to executive directors and other senior executives and the performance targets to be used.
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2.8
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The Committee shall determine the policy for, and scope of, pension arrangements for each executive director and other senior executives.
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2.9
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The Committee shall ensure that contractual terms on termination, and any payments made, are fair to the individual, and the company, that failure is not rewarded and that the duty to mitigate loss is fully recognised.
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2.10
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Within the terms of the agreed policy and in consultation with the Chairman and/or Chief Executive as appropriate, the Committee shall determine the total individual remuneration package of the Chairman, each executive director, the company secretary and other senior executives including bonuses, incentive payments and share options or other share awards.
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2.11
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The Committee shall:
2.11.1
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review and have regard to the remuneration trends across the company or group when setting remuneration policy for directors;
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2.11.2
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oversee any major changes in employee benefits structures throughout the company; and
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2.11.3
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agree the policy for authorising claims for expenses from the directors.
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2.12
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The Committee shall be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Committee.
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2.13
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The Committee shall obtain reliable, up-to-date information about remuneration in other companies. The Committee shall have full authority to appoint remuneration consultants and to commission or purchase any reports, surveys or information which it deems necessary to help it fulfil its obligations within any budgetary restraints imposed by the board; and
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2.14
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The Committee shall consider such other matters as may be requested by the board of directors.
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