1. Constitution
The Committee has been established by resolution of the Board held in January 1995 and is to be known as the Remuneration Committee. These terms of reference were adopted by the Board on 29 October 2003 and may be amended from time to time, subject to the approval of the Board.
2. Membership
1.2.1
The members of the Remuneration Committee shall be appointed by the Board from amongst the directors of the Company and shall consist of not less than three members. The majority of the Remuneration Committee shall be independent non-executive directors.
2.2.2
A quorum shall be two members present and voting on the matter for decision. A duly convened meeting of the Remuneration Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Remuneration Committee.
3.2.3
The Board shall appoint the chairman of the Remuneration Committee and shall decide his or her period of office. In the absence of the Remuneration Committee chairman and/or an appointed deputy, the remaining members present shall elect one of the members present to chair the meeting.
4.2.4
The Company Secretary shall act as the secretary of the Remuneration Committee.
5.2.4
If executive directors or senior management are involved in advising or supporting the Remuneration Committee, that role should be clearly separated from their role within the business.
3. Attendance at meetings
1.3.1
No one other than the Remuneration Committee Chairman and members is entitled to attend or vote at a meeting of the Remuneration Committee.
2.3.2
The chairman of the Remuneration Committee may invite any other director and any other executive or member of senior management to advise, join meetings and/or to speak at any meeting of the Remuneration Committee by prior arrangement with the chairman of the Remuneration Committee notwithstanding that they are not members of the Remuneration Committee.
3.3.3
No director or senior executive shall be involved in any decisions as to his or her own remuneration.
4. Secretary
1.4.1
The Company Secretary acting as the secretary of the Remuneration Committee shall keep a record of:
2.4.2
The Company Secretary acting as the secretary of the Remuneration Committee shall keep a record of:
3.4.3
the membership of and the dates of any changes to the membership of the Remuneration Committee;
4.4.4
any person who provides advice or services to the Remuneration Committee or materially assists the Remuneration Committee on matters relating to directors' remuneration. If such person is not a director, the Secretary shall keep a record of the nature of any other services provided by that person to the Company during the year.
5. Frequency of meetings
Meetings shall normally be held at such times as the Remuneration Committee deems appropriate and in any event shall be held at least once a year. The chairman of the Company may request a meeting if he/she reasonably considers that one is necessary.
6. Authority
1.6.1
The Remuneration Committee is authorised by the Board at the expense of the Company to investigate any matter within its terms of reference. It is authorised to seek any information it requires from any employee to perform its duties and all employees are directed to co-operate with any requests made by the Remuneration Committee.
2.6.2
The Remuneration Committee is authorised by the Board at the expense of the Company to obtain outside professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. It is envisaged that in obtaining outside advice the Remuneration Committee will act in conjunction with the chairman of the Company.
3.6.3
The Remuneration Committee is authorised by the Board to appoint external consultants at the Company's expense in respect of remuneration and to set their terms of reference.
7. Purpose
The purpose of the Remuneration Committee is:
1.7.1
to ensure that the Board Executive Directors, the Company Secretary, and the Chairman of the Company (together "the Executives") and other senior managers in the group are fairly, but responsibly, rewarded for their individual contribution to the overall performance of the Company;
2.7.2
to demonstrate to the shareholders of the Company that the remuneration of the Executives is set by a committee of the Board whose members have no personal interest in the outcome of its decisions and who will have due regard to the interests of shareholders and who will monitor the level and structure of remuneration for other senior managers in the group;
3.7.3
to make recommendations to the Board on the Company's framework of remuneration for Executives; and
4.7.4
to ensure that the Company complies with Listing Rule 12.43A (c).