| 1. |
The members of
the Remuneration Committee will be appointed
by the Board of the Company from time to time.
|
| 2. |
The Remuneration Committee shall
be constituted as a sub-committee of the Board
of the Company. It shall consist of a minimum
of 2 members, membership being confined to
non-executive Directors. The Chairman of the
Remuneration Committee shall be appointed
by the Board of the Company. |
| 3. |
The quorum for decisions of
the Remuneration Committee shall be any 2
members. |
| 4. |
In order to fulfil
the Committee’s overall purpose of ensuring
that the Company’s Chairman, executive
directors and senior management are fairly
rewarded and of demonstrating that the remuneration
of the directors is independently approved
and monitored, the members of the Remuneration
Committee shall:-
|
| |
| 4.1 |
have no personal
financial interest, other than as shareholders,
in the Remuneration Committee’s
decisions;
|
| 4.2 |
have no “cross-directorships”
with the Chairman or executive Directors
which could be thought to offer scope
for mutual agreements to bid up each
other’s remuneration; and
|
| 4.3 |
have a good understanding,
enhanced as necessary by appropriate
training or access to expert advice,
of the areas of Remuneration Committee
business.
|
|
| Role |
| 5. |
The Remuneration Committee shall
on behalf of the Board of Directors and the
shareholders of the Company:-
|
| |
| 5.1 |
determine
the Company’s broad policy for
the remuneration of the group Chairman
and executive Directors and the entire
individual remuneration packages (including,
but not limited to pension rights and
any compensation payments and share
option entitlements and share incentive
entitlements) for each of the group
Chairman and executive Directors; |
| 5.2 |
give the Chairman
and executive Directors every encouragement
to enhance the Company’s performance
and ensure that they are fairly rewarded
for their individual contributions;
|
| 5.3 |
give full consideration
to The Combined Code, set out with The
Listing Rules of the UK Listing Authority,
and shall be sensitive to the wider
scene, including the levels of pay and
employment conditions elsewhere within
and outside the Company and the views
from time to time of influential parties,
including but not limited to the ABI
and NAPF;
|
| 5.4 |
report to shareholders
annually. The Board’s Remuneration
Report shall be prepared by the Committee
in line with the requirements of Schedule
7A to the Companies Act 1985 and, after
approval by the Board, shall form part
of, or be annexed to, the Company’s
Annual Report;
|
| 5.5 |
review the proposed remuneration
for the top tier of management that
are not executive directors. |
|
| 6. |
The Board authorises the Committee:-
|
| |
| 6.1 |
to investigate
any activity within its terms of reference
and seek directly any information it
requires from any employee, (all employees
being directed to co-operate with any
such request by the Committee); and
|
| 6.2 |
to obtain outside
legal or other independent professional
advice as is reasonably necessary
at the cost of the Company and to
secure the attendance of outsiders
with relevant experience and expertise
if it considers this necessary.
|
|
| 7. |
Notwithstanding
the quorum requirements all members of the
Remuneration Committee should endeavour to
attend all meetings at which matters of general
remuneration policy or the contents of the
Remuneration Committee’s annual report
to shareholders are discussed. Attendance
may be in person or by video conference call
or telephone, provided that all persons participating
in the meeting are able to hear and speak
to each other throughout such meeting.
|
| 8. |
Meetings of the Remuneration
Committee shall be held as and when appropriate,
normally immediately before or after regular
meetings of the full Board but formal meetings
may be held on other occasions as required. |
| 9. |
At least twenty-one days’
notice of any meeting of the Remuneration
Committee shall be given although such notice
period may be waived or shortened with the
consent of all the members of the Remuneration
Committee for the time being. |
| 10. |
The Chairman of the Audit Committee
shall attend the Company’s Annual General
Meeting and shall assist in answering questions
put to the Board on the Audit Committee’s
activities and its responsibilities. |
| 11. |
The Company’s Chairman,
Chief Executive and/or Finance Director may
be invited to attend relevant meetings (or
parts thereof) of the Remuneration Committee
to discuss the performance of the Chairman,
other executive Directors and/or make proposals
as necessary. |
| 12. |
The Remuneration Committee
shall take steps to ensure that it has access
to reliable, up-to-date information about
remuneration in other companies and it shall
judge the implications of this information
carefully. If it is considered necessary,
the Remuneration Committee will be at liberty
at the cost of the Company to draw on legal
or other independent professional advice in
carrying out its tasks. |
| 13. |
The Board shall review these
terms of reference every year and recommend
any changes to them which they deem necessary
to the Remuneration Committee. |
