Membership
- The Committee shall be appointed by the Board from the non-executive directors of the Company. The quorum shall be two members.
- The Chairman of the Committee shall be appointed by the Board.
Attendance at meetings
- Board members shall have a right of attendance upon invitation by the Chairman.
- The Company Secretary shall be the Secretary of the Committee. Agendas and papers for meetings will normally be circulated by the Company Secretary or his nominee at least seven days before the meeting.
Frequency of meetings
- Meetings shall be held at least twice a year.
Authority
- The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise at meetings if it considers this necessary.
Responsibilities
The duties of the Committee shall be:
- to consider and determine the basis on which the executive directors are to be paid;
- to determine the value and cost of executive remuneration of salaries, fees, performance related payments, participation in the Company's equity, benefits in kind and pension arrangements;
- to approve the amount of executive remuneration and the manner in which it is paid;
- to disclose the directors' total emoluments, including their salary and performance-related payments, to the shareholders;
- to disclose, in accordance with the Listing Rules of the London Stock Exchange and best practice, a statement of the directors' present and future benefits and how they have been determined;
- to ensure that there is compliance with the Companies Act 1985 and any other relevant legislation; and
- to approve share incentive arrangements for the Company's employees.
Reporting procedures
- The Secretary shall circulate minutes of meetings of the Committee to all members of the Board.