Remuneration Committee composition

The Remuneration Committee is a committee chaired by Charles Brady and is a committee whose membership is comprised solely of Independent Non-Executive Directors. The Committee meets at least once a year and may invite other attendees as it sees fit.

The Committee remains mindful of the remuneration of employees when reviewing changes in executive pay.

Remuneration Committee responsibilities

The principal duties of the Remuneration Committee are reflected in its terms of reference and include the following:

  • to determine and recommend to the Board the overall remuneration policy of the Company;
  • to determine and recommend to the Board the remuneration of the Executive Directors;
  • to monitor and review the level and structure of remuneration for senior management;
  • to determine the targets for any performance related bonus and share incentive schemes operated for Executive Directors and senior management; and
  • to review and approve any material termination payments.

The remuneration of Non-Executive Directors is determined by the Executive Directors.

The Remuneration of the Non-Executive Chairman of the Board is determined by the Board (excluding the Non-Executive Chairman).

In exercising its responsibilities and carrying out key decisions, the Remuneration Committee is mindful of the size and structure of the Company’s business. It regularly assesses the remuneration of Executive Directors and senior management in the context of the remuneration of the wider workforce and of the Company’s actual and projected growth and profitability. The Remuneration Committee also considers the return on value passed on to Shareholders, and engages, as appropriate, with Shareholders and other stakeholders to explain and discuss existing policy and future decision making.