Appointment & Terms of Reference
1. It was resolved that a standing committee of the Board to be known as the Remuneration Committee shall be appointed consisting exclusively of Non-Executive Directors. The Committee shall consist of not less than 3 members and a quorum shall be 2 members.
2. The Committee will consider and recommend to the Shareholder Executive the terms of performance-related incentive schemes for the Chief Executive.
3. The Committee:
a) will consider the recommendations made by the Chief Executive and then determine the remuneration for other Executive Directors of the Board, the Company Secretary and other Executives who report directly to the Chief Executive, including the approval of targets and performance-related incentive schemes taking into account pensions and other remuneration arrangements.
b) will monitor the level and structure of remuneration for senior management (first layer below board).
c) will ensure that contractual terms for Executive Directors on termination, are fair to the individual and the company, that failure is not rewarded and that the duty to mitigate loss is fully recognised.
d) should review and agree a standard form of contract for Executive Directors.
e) should be aware of and advise on any major changes in employee benefit structures throughout the organisation.
f) will consider and approve succession plans for Executive Directors and review succession plans for all senior management.
4. The Committee is authorised to employ at the expense of the company the services of any external remuneration consultant or other professional adviser as it thinks fit and may invite such persons to attend meetings of the Committee as it considers appropriate.
5. The Committee will be notified of any other salary in excess of £60,000 p.a. or such other figure as may subsequently be agreed by the Committee.
6. The Committee will make a statement in the annual report about its activities; the membership of the committee, number of committee meetings and attendance over the course of the year.
7. Make available its terms of reference setting out the Committee's delegated responsibilities. These will be reviewed and, where necessary, updated at least once annually.
6 November 2006
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