Remuneration Committee – Terms of Reference

1.0

Membership

The Remuneration Committee will consist of 3 Non-Executive Directors, 1 of whom will be appointed Chair of the Committee. The Chairman of the Board is excluded from taking on the role of Chair of this Committee.

A Quorum will be 3 members.

The Chief Executive will normally attend the meeting with the exception of those items which relate to the Chief Executive personally.

The Director of Business Services will be Secretary to the Remuneration Committee.

2.0

Meetings

The Committee will meet as a minimum once a year, but as frequently as required.

3.0

Functions

The Remuneration Committee will make the relevant decisions within the scope of the Remuneration Policy as outlined in the Governance Framework of the company.

The functions of the Remuneration Committee will be to:

• consider and recommend to the Shareholder Executive the terms of performance-related incentive schemes for the Chief Executive;
• determine the level of payment to the Chief Executive related to any such incentive schemes;
• consider the recommendations made by the Chief Executive and then determine the remuneration for all Executive Directors, including the approval of targets and performance-related incentive schemes, taking into account pensions and the Remuneration Policy agreed with the Cabinet Office;
• ensure that contractual terms for Executive Directors on termination, are fair to the individual and the company, that failure is not rewarded and that the duty to mitigate loss is fully recognised;
• consider and approve succession plans for Executive Directors;
• be notified of any other salary in excess of £60,000 pa or such other figure as may subsequently be agreed by the Committee;
• advise the Shareholder Executive regarding the fitness for purpose of the remuneration framework.

4.0

The Committee is authorised to employ at the expense of the company the services of any external remuneration consultant or other professional adviser as it thinks fit and may invite such persons to attend meetings of the Committee as it considers appropriate.

5.0

The Committee will make a statement in the annual report about its activities; the membership of the committee, number of committee meetings and attendance over the course of the year.

6.0

The Terms of Reference will be reviewed and, where necessary, updated at least once annually.