Remuneration Committee
| 1. |
Membership
| 1.1 |
The Committee shall be appointed by
the Board 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. |
| 1.3 |
The Committee may invite any member of
the Board, any member of management and any external consultants to
attend its meetings; 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
2. |
| 4. |
Meetings
| 4.1 |
As a minimum the Committee shall meet
half yearly and at such other times as the Chairman of the
Committee shall require. |
| 4.2 |
Minutes shall be taken of each
Meeting. | |
| 5. |
Terms of Reference
| 5.1 |
To determine and agree with the Board
and keep under review both the policy and the detailed elements of
the remuneration packages of the chairman, the Executive Directors,
the Executive 1 (Red) level of management and all others where
annual salary plus bonus potential exceeds
£180,000. |
| 5.2 |
To agree targets and benefits in
respect of any executive performance related pay scheme having due
regard to the interests and expectations of the shareholders.
Ensure that targets set are sufficiently challenging and that the
rewards represent a fair and highly motivating incentive and are
commensurate with industry practice. |
| 5.3 |
To agree and keep under review the
pension benefits for each executive director and the Executive 1
(Red) level of management and all others where annual salary plus
bonus potential exceeds £180,000. |
| 5.4 |
To regularly review and assess the
executive remuneration policies and structure of appropriate
comparator companies and make appropriate recommendations to the
Board having due regard to the practices adopted by comparator
companies. |
| 5.5 |
On a regular basis critically evaluate
the merits and effectiveness of the Company's performance related
pay schemes and make appropriate recommendations to the
Board. |
| 5.6 |
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. |
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 (or relevant extracts there from) to the
Board. |
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