Terms of Reference
Remuneration Committee (“the Committee”)
1. Membership
1.1 The membership, including the chairmanship of the Committee, shall be appointed by the Board. The Committee shall consist of not less than two members all of whom shall be independent non-executive directors of the Company. A quorum shall be two members.
1.2 The Board shall appoint the chairman of the Committee (the "Committee Chairman") who shall be an independent non-executive director. In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting who would qualify under these terms of reference to be appointed to that position by the Board. The Chairman of the Board shall not be the Committee Chairman.
2. Attendance at meetings
2.1 If invited by the Committee, the Chairman, Chief Executive and the advisers to the Committee shall attend the meetings.
2.2 The Company Secretary shall be secretary of the Committee.
3. Frequency of meetings
3.1 Meetings shall be held as required but not less than once a year.
4. Authority
4.1The Committee is authorised by the Board to:
4.1.1 investigate, or cause to be investigated, any activity within its terms of reference; and
4.1.2 obtain external legal or independent professional advice as it deems appropriate.
4.2 The Committee shall consult with the Chairman and Chief Executive regarding its proposals.
5. Duties
The responsibilities of the Committee shall be to;
5.1 review and make recommendations to the Board regarding the Group’s remuneration policy (the “Policy”) relating to the total remuneration paid to the Chairman of the Board, the executive directors and the Company Secretary. The Board itself should determine the remuneration of the non-executive directors within the limits set in the Articles of Association. No director shall be involved in any decisions as to his or her own remuneration;
5.2 review and, within limits of the Policy that may from time to time be approved by the Board, determine the terms of employment and remuneration packages of the individual executive directors and the Company Secretary, including the component parts of the packages, such as pensions, with a view to ensuring that the executive directors and the Company Secretary are fairly but responsibly rewarded for their individual contributions;
5.3 in determining the Policy, take into account all factors which it deems necessary including relevant legal and regulatory requirements, applicable corporate governance guidelines and associated guidance. The objective of the Policy shall be to attract, retain and motivate the executive management of the quality required to run the Company successfully without paying more than is necessary, having regard to the views of shareholders and other stakeholders. The Policy should have regard to the risk appetite of the Company and alignment to the Company’s long strategic term goals;
5.4 when setting the Policy for the executive directors and the Company Secretary, review and have regard to pay and employment conditions across the Company or Group, especially when determining annual salary increases;
5.5 review and determine the remuneration package of the Chairman of the Board;
5.6 approve any compensation packages or arrangements following the severance of any executive director’s service contract or the Company Secretary’s contract of employment. Ensure that the 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;
5.7 review the on-going appropriateness and relevance of the Policy;
5.8 ensure that provisions regarding disclosure of information, including pensions, are fulfilled and produce a report on the Policy and the Company’s practices to be included in the Company’s annual report and ensure each year that it is put to shareholders for approval at the Annual General Meeting. If the Committee has appointed remuneration consultants, the annual report on the Policy should identify such consultants and state whether they have any other connection with the Company;
5.9 agree a policy for authorising claims for expenses for the executive directors;
5.10 if required by the Committee, select, appoint and determine the terms of reference of independent remuneration consultants appointed to advise the Committee on the Policy, levels of remuneration, and any other related issues;
5.11 consider other topics, as from time to time referred to it by the Board; and
5.12 through the Chairman, ensure that the Company maintains contact, as required, with its principal shareholders about remuneration matters for the executive directors.
6. Other matters
The Committee shall:
6.1 have access to sufficient resources in order to carry out its duties, including access to the Company Secretary for assistance as required;
6.2 be provided with appropriate and timely training, both in the form of an induction programme for new members and on an on-going basis for all members;
6.3 have access to sufficient resources in order to carry out its duties, including access to the Company Secretary for assistance as required;
6.4 be provided with appropriate and timely training, both in the form of an induction programme for new members and on an on-going basis for all members;
6.5 give due consideration to laws, regulations and any published guidelines or recommendations regarding the remuneration of directors including the provisions of applicable corporate governance guidelines, the requirements of the AIM Rules for Companies, the Financial Conduct Authority's Prospectus Rules and Disclosure Guidance and Transparency Rules, as well as guidelines published by the Association of British Insurers and the National Association of Pension Funds and any other applicable rules, as appropriate; and
6.6 arrange for periodic reviews of its own performance and, at least annually, review its constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
7. Reporting procedures
7.1 The Committee shall review these terms of reference on a regular basis and if necessary, make recommendations to the Board for their amendment.
7.2 The Committee Chairman shall attend the Annual General Meeting of the Company and answer questions, through the Chairman, on the Remuneration Committee’s activities and its responsibilities.