Remuneration Committee

The Committee is chaired by Will Wyatt. The other current members of the Committee are Simon Beresford-Wylie, Nigel Moore and Maria Richter. During the year the following changes took place. Simon Beresford-Wylie became a member of the Committee on 1 March 2006, the same day he was appointed a director. Sir David Bell stepped down as a member of the Committee on 1 March 2006. John Potter retired as a director and member of the Committee on 24 May 2006. Maria Richter became a member of the Committee on her appointment to the Board on 28 February 2007. Each member of the Committee is independent. During 2006, the Committee met three times and, apart from Simon Beresford- Wylie who was unable to attend the December meeting due to urgent business commitments, all the members attended all the Committee meetings.

Duties of the Committee:

  • determining and agreeing with the Board the framework or broad policy for the remuneration of the Company's Chairman, the executive directors, the Company Secretary and such other members of the executive management as it is designated to consider. No director or manager may be involved in any decisions as to their own remuneration;
  • in determining such policy, taking into account all factors which it deems necessary. The objective of such policy is to ensure that members of the executive management of the Company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company;
  • reviewing the ongoing appropriateness and relevance of the remuneration policy;
  • approving the design of, and determining targets for, any performance-related pay schemes operated by the Company and approving the total annual payments made under such schemes;
  • reviewing the design of all share incentive plans for approval by the Board and shareholders. For any such plans, determining each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to executive directors and other senior executives and the performance targets to be used;
  • determining the policy for, and scope of, pension arrangements for each executive director and other senior executives;
  • ensuring 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;
  • within the terms of the agreed policy and in consultation with the Chairman and/or Chief Executive as appropriate, determining the total individual remuneration package of each executive director and other senior executives including bonuses, incentive payments and share options or other share awards;
  • in determining such packages and arrangements, give due regard to any relevant legal requirements, the provisions and recommendations in the Code and the UK Listing Authority's Listing Rules and associated guidance;
  • reviewing and noting annually the remuneration trends across the Company or Group;
  • overseeing any major changes in employee benefits structures throughout the Company or Group;
  • agreeing the policy for authorising claims for expenses from the Chief Executive and Chairman;
  • ensuring that all provisions regarding disclosure of remuneration including pensions, as set out in the Directors' Remuneration Report Regulations 2002 and the Code are fulfilled; and
  • being exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Committee, and to obtain reliable, up-to-date information about remuneration in other companies. The Committee shall have full authority to commission any reports or surveys that it deems necessary to help it fulfil its obligations.

Reporting Responsibilities

  • The Committee Chairman reports formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
  • The Committee makes whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

Other Responsibilities

  • The Committee, at least once a year, reviews its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommends any changes it considers necessary to the Board for approval.

Authority

The Committee is authorised by the Board to seek any information it requires from any employee of the Company in order to perform its duties. The Committee is also authorised by the Board, in connection with the Committee's duties, to obtain, at the Company's expense, any outside legal or other professional advice.