UK Corporate Governance Code Principles
P. Remuneration policies and practices should be designed to support strategy and promote long-term sustainable success. Executive remuneration should be aligned to company purpose and values, and be clearly linked to the successful delivery of the company’s long-term strategy.
Q. A formal and transparent procedure for developing policy on executive remuneration and determining director and senior management remuneration should be established. No director should be involved in deciding their own remuneration outcome.
R. Directors should exercise independent judgement and discretion when authorising remuneration outcomes, taking account of company and individual performance, and wider circumstances.
The Board shall appoint the members of the Remuneration Committee and one of those members to be its Chair.
The Remuneration Committee shall consist of not less than three members and will include at least two independent Non-Executive Directors. A quorum shall be two members.
The Chairman of the Remuneration Committee shall be appointed by the Board from amongst the independent Non-Executive Directors.
Appointments to the Remuneration Committee shall be for a period of up to three years, which may be extended for two further three-year periods.
Frequency of Meetings
The Remuneration Committee shall meet at least twice a year (to coincide with key dates in the Company’s remuneration review cycle) and at such other times as the Chair of the Remuneration Committee shall decide.
The Remuneration Committee shall:
- Have responsibility for setting the remuneration policy for all Executive Directors, including pension rights and any compensation payments
- Recommend and monitor the level and structure of remuneration for senior management, where for the purposes of these terms of reference ‘senior management’ shall mean the Executive Management Board
- Establish remuneration schemes that promote long-term shareholding by Executive Directors that support alignment with long-term shareholder interests
- When setting remuneration policy for Directors, review and have regard to pay and employment conditions across the Company, especially when determining annual salary increases
- Review the on-going appropriateness and relevance of the remuneration policy
- 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, and that enable the use of discretion override formulaic outcomes and to recover and/or withhold sums or share awards under appropriate specified circumstances
- Within the terms of the agreed policy and in consultation with the Chairman and/or Chief Executive, as appropriate, determine the total individual remuneration package of each Executive Director including bonuses, incentive payments and share options or other share awards
- Obtain reliable, up-to-date information about remuneration in other companies of comparable scale and complexity
- 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 (in accordance with the provisions in Schedule A of the Code)
- 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 designated senior executives and the performance targets to be used
- Determine the policy for, and scope of, pension arrangements for each Executive Director and other designated senior executives
- 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
- Oversee any major changes in employee benefits structures throughout the Company or group
- Agree the policy for authorising claims for expenses from the Directors
- Work and liaise as necessary with all other Board Committees.
To help it fulfil its obligations the Remuneration Committee shall:
- Have full authority to appoint remuneration consultants and to commission or purchase any reports, surveys or information which it deems necessary at the expense of the Company but within any budgetary restraints reasonably imposed by the Board
- Be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Remuneration Committee
- In determining remuneration policy, the Remuneration Committee shall take into account all factors which it deems necessary including relevant legal and regulatory requirements, the provisions and recommendations of the Code and associated guidance. The objective of such policy shall be to attract, retain and motivate executive management of the quality required to run the Company successfully without paying more than is necessary, having regard to views of shareholders and other stakeholders. The remuneration policy should have regard to the risk appetite of the Company and alignment to the Company’s long strategic term goals. A significant proportion of remuneration should be structured so as to link rewards to corporate and individual performance and designed to promote the long-term success of the Company.
The Board itself should determine the remuneration of the Non-Executive Directors within the limits set in the Articles of Association. No Director or senior manager shall be involved in any decisions as to their own remuneration.
The Remuneration Committee shall ensure that provisions regarding disclosure of information, including pensions, as set out in the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 and the Code, are fulfilled and produce a report of the Company’s remuneration policy and practices to be included in the Company’s annual report and ensure each year that it is put to shareholders for approval at the AGM.
If the Remuneration Committee has appointed remuneration consultants, the annual report of the Company’s remuneration policy should identify such consultants and state whether they have any other connection with the Company.
Through the Chairman of the Board, ensure that the Company maintains contact as required with its principal shareholders about remuneration.