Remuneration Committee
| 1. |
Membership
| 1.1 |
The Committee shall be appointed by the Board on the recommendation of the Nomination Committee and shall comprise exclusively independent non-executive Directors of the Company. |
| 1.2 |
The Board shall appoint one of the
members of the Committee as Chairman of the Committee. The Chairman
of the Board may sit as a member of the Committee but cannot act as
Chairman of the Committee. |
| 1.3 |
The Committee may invite any member of
the Board, any member of management and any external consultants to
attend its meetings; however no invitee has any right of
attendance. | |
| 2. |
Secretary
The Company Secretary shall act as Secretary to the
Committee. |
| 3. |
Quorum
The quorum necessary for the valid transaction of business shall be
two. A duly convened meeting of the Committee at which a quorum is
present shall be competent to exercise all or any of the
authorities, powers and discretions vested in or exercisable by the
Committee. |
| 4. |
Meetings
| 4.1 |
As a minimum the Committee shall meet
twice a year and at such other times as the Chairman of the
Committee shall require. |
| 4.2 |
Minutes shall be taken of each
Meeting. | |
| 5. |
Annual General Meeting
The Chairman of the Committee shall attend the Annual General
Meeting of the Company prepared to respond to any shareholder
questions on the Committee’s activities. |
|
| 6. |
Terms of Reference
The Committee shall:
| 6.1 |
Determine and agree with the Board and
keep under review a remuneration policy for both Directors and
senior management. |
| 6.2 |
On the basis of proposals put forward
by the Chief Executive, having consulted the Chairman, determine
the remuneration packages of the Executive Directors, and all
others where the total remuneration package (including pension and
bonus) exceeds a value to be determined by the Board from time to
time; consider any proposals for the introduction of new pension
arrangements, including the termination of any existing material
arrangement, and make recommendations to the Board. |
| 6.3 |
Agree targets and benefits in respect
of any executive performance related pay scheme having due regard
to the interests and expectations of the shareholders and ensuring
that targets set are sufficiently challenging and that the rewards
represent a fair and highly motivating incentive and are
commensurate with industry /pay peer comparator group
practice. |
| 6.4 |
Agree and keep under review the
pension benefits for each Executive Director and all others where
the total remuneration package (including pension and bonus)
exceeds a value to be determined by the Board from time to
time. |
| 6.5 |
Regularly review and assess the
executive remuneration policies and structure of the pay peer
comparator group and make appropriate recommendations to the Board
having due regard to the practices adopted by the pay peer
comparator group. |
| 6.6 |
Review annually the composition of the
pay peer comparator group to ensure it remains
appropriate. |
| 6.7 |
On a regular basis critically evaluate
the merits and effectiveness of the Company’s performance
related pay schemes, including the introduction of new share
incentive plans or material changes to existing plans, and make
appropriate recommendations to the Board. |
| 6.8 |
At its discretion and having consulted
with the Chief Executive, appoint and agree the terms of reference
and the remuneration of any external consultants who may from time
to time advise the Committee. |
| 6.9 |
Approve the Directors' Remuneration Report for subsequent approval by the Board. | |
| 7. |
Other
In the event that a decision is required urgently, the Chairman of
the Committee shall have the authority to approve the remuneration
arrangements in respect of relevant employees below Board level and
such other matters as may arise that require attention between
meetings as recommended by the Executive Directors. Any exercise of
this authority shall be reported in writing to the members of the
Committee immediately following such approval. |
| 8. |
Reporting to the Board
After each meeting of the Committee the Chairman of the Committee
will report to the Board and will provide minutes of the
Committee's meetings to the Board. |
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