Membership and process

The Committee comprises:

Tim Barker (Chairman), Charles Berry, Jamie Dundas and Mike Grasby. The Company Secretary acts as Secretary to the Committee. The Committee also has the support of the Head of Human Resources.

Kepler Associates provide advice to the Committee on market practice, incentive plans and other remuneration related topics. Kepler Associates also advise the Group on the remuneration of senior managers whose remuneration is not determined by the Committee and advise on the remuneration of non-executive directors.

The Chairman of the Committee reports the Committee’s deliberations to the following Board meeting and, subject to redaction in the event that they include personal information, the minutes of each meeting of the Committee are circulated to all members of the Board.

Role

The Committee’s principal responsibilities are:

• recommending to the Board the remuneration strategy and framework for the executive directors and senior managers;
• determining, within that framework, the individual remuneration packages for the executive directors and senior managers;
• approval of the design of annual and long-term incentive arrangements, for executive directors and senior managers including agreeing the annual targets and payments under such arrangements;
• determining and agreeing the general terms and conditions of service and the specific terms for any individual within the Committee’s remit, either on recruitment or on termination;
• determining the policy for, and scope of, executive pension arrangements; and
• to oversee any major changes in employee benefit structures throughout the Group and review remuneration trends across the Group.