- Board of Directors
- and Company Secretary
- Corporate Responsibility Report
- Directors' Report
- Corporate Governance Report
- Audit Committee Report
- Nomination Committee Report
- Directors' Remuneration Report
- Independent Auditor's Report
Directors' Remuneration Report
This Directors' Remuneration Report has been prepared by the Remuneration Committee and approved by the Board for the financial year ended 31 December 2008. It has been prepared in accordance with the Companies Act 1985 and The Directors' Remuneration Report Regulations 2002 (‘Regulations'). This report provides the Company's statement of how it has applied the principles of good governance relating to Directors' remuneration and is intended to communicate the Company's policies and practices on executive remuneration.
As required by the Regulations, this report will be subject to an advisory shareholder vote at the forthcoming Annual General Meeting. KPMG Audit Plc have audited the content of the report described as ‘Audited Information‘ to the extent required by the Regulations.
Remuneration Committee
The Remuneration Committee comprises the three Non-Executive Directors, Michael Wemms (Chairman of the Remuneration Committee), Gerald Corbett and Rob Rowley. Each of Michael Wemms and Rob Rowley are considered by the Board to be independent. Gerald Corbett was considered by the Board to be independent on appointment. Biographies of the members of the Remuneration Committee are set out here.
The Company Secretary acts as secretary to the Remuneration Committee. The members of the Remuneration Committee can, where they judge it necessary to discharge their responsibilities, obtain independent professional advice at the Company's expense.
At the invitation of the Chairman of the Remuneration Committee, the Chief Executive Officer, Chief Financial Officer and Human Resources Director may attend the meetings of the Remuneration Committee, except when their own remuneration is under consideration. No Director is involved in determining his or her own remuneration.
The Remuneration Committee met on six occasions during the financial year ended 31 December 2008. Details of the attendance at Remuneration Committee meetings are set out in the Corporate Governance Report. The Chairman of the Remuneration Committee reports the outcome of the meetings to the Board. The Board also receives a copy of the minutes of each meeting of the Remuneration Committee.
The Remuneration Committee meets not less than twice each year and is responsible for:
- Determining and agreeing with the Board the framework and policy on the remuneration of the Chairman, Executive Directors, Company Secretary and executive management team.
- Determining the remuneration package of the Chairman, Executive Directors, Company Secretary and executive management team, including, where appropriate, bonuses, incentive payments, share options and pension arrangements within the terms of agreed framework and policy.
- Determining awards under the Company's share schemes.