The Remuneration Committee has responsibility for setting the framework for the remuneration of the Chairman, executive directors and other senior executives in the Group and the remuneration packages of those individuals.
The current membership of the Committee is:
Mr Marco Capello
(Chairman, member since 2010)
Ms Fiona Czerniawska
(Member since 10 March 2017)
Mr Julian Waldron
(Member since 2008)
The UK Corporate Governance Code recommends that the Committee should comprise at least two independent non-executive directors. The Committee comprises two independent and one non-independent non-executive directors and therefore complies with the Code.
The terms of reference for the Committee were last updated in December 2010. They were last reviewed in 2013 and no changes were deemed necessary. A pdf copy is attached below.
Operation of the Committee
In determining the directors' remuneration for the year, the Committee consults the Chairman save in relation to his own remuneration. No director is involved in deciding their own remuneration. The Committee makes use of published reports on directors' remuneration packages and advice from independent external advisers is obtained when required. New Bridge Street is the independent adviser to the Remuneration Committee.
New Bridge Street provides advice to the Remuneration Committee on the operation of the Company's incentive schemes and the remuneration of executive and non-executive directors as well as employee remuneration and may also advise the Committee on other matters within the Committee's terms of reference.
The Board carries out an annual review of its operations, including the functioning of its Committees.