Terms of Reference
Overall Purposes and ObjectivesThe Remuneration Committee ("the Committee") shall consider the remuneration policy and levels for the Group Managing Director and the other Executive Company Directors.
The functions of the Committee in all remuneration matters shall be advisory and it shall make recommendations on the proposals laid before it, in the form of reports to the Company's Board for its consideration.
The Committee shall also review Group Managing Director succession issues, Group Talent Management processes and other human resource matters.
Authority & MembershipThe Committee is constituted by the Board of the Company.
It shall be provided with sufficient resources to undertake its duties and, within the scope of its responsibilities, may obtain such independent external professional services as it requires.
The Committee shall consist of members, whom shall be non-executive directors.
The majority of the Committee shall be free from any relationship that may interfere with the exercise of his or her independent judgement as a member of the Committee and shall meet the independence standards required by applicable law, regulation and listing requirements.
OrganisationThe Committee shall appoint a Chairman to preside over its activities.
The Committee shall meet at least four times a year.
The quorum shall be three members.
Only Committee members shall be entitled to be present at its meetings; others may be invited by the Chairman of the Committee.
The Committee shall appoint a secretary who shall be responsible for advising the chairman that meetings are properly constituted, conducted and chaired in accordance with applicable governance regulations and practice.
Roles and Responsibilities
1. Remuneration Matters
In carrying out its duties under these terms of reference, the Committee shall:
- Consider and advise on the remuneration policy for the Group Managing Director and other Executive Company Directors, ensuring that it is adequate to attract and retain high calibre individuals and align their interests with those of the Group and its shareholders.
- Recommend the amount and composition of remuneration for Directors with respect to salary, fees, annual bonuses, long-term incentives, pensions, benefits, any other forms of remuneration, considering the total long-term costs thereof.
Review the agreed Group performance framework and endorse its application in setting performance targets for Directors and assessing performance against such targets.
- Make recommendations as to the grant and vesting of long-term incentives for Directors, subject to the relevant plan rules.
- Advise on the terms of any contract to be offered to a Director, with particular reference to the employer's liabilities in relation to any termination provisions.
In the absence of such provisions, the Committee shall advise on the level and form of any compensation.
- Review and endorse the policy for authorising claims for expenses from Directors.
- Review and endorse proposals for employee share plans, any other incentive plans applicable to Directors, and amendments to the terms of such plans.
- Review and endorse proposals for any major changes to benefit arrangements, including pension arrangements, applicable to Directors.
- Prepare a directors' remuneration report.
- In recommending remuneration arrangements, give due regard to applicable law, regulation and listing requirements.
2. Succession Review Matters
- The Committee shall review and assess candidates for appointment as Directors and shall make recommendations pertaining to such appointments.
The Committee shall review the methods used and the criteria applied by Group companies in assessing the qualities and performance of senior executive staff.
It shall also review the results of the Group's Annual Talent Management process.
3. Other Human Resources Matters
- The Committee shall review any other human resource matters deemed by the Chairman of the Committee of Managing Directors as of such significance to the Group that the Committee should be apprised of the key issues involved.