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AS APPROVED BY THE REMUNERATION COMMITTEE ON 24 MARCH 2023
The Board of Directors of Halfords Group plc (the “Company”) has established, in line with the UK Corporate Governance Code 2018 (the “Code”), a committee of the Board, henceforth known as the Remuneration Committee (the “Committee”). The Company’s Board shall appoint the Committee Chair, who will be an independent Director as defined by the Code. Before appointment as Committee Chair, the appointee will normally have served on a remuneration committee (either at the Company or another company) for at least 12 months.
Members of the Committee shall be appointed by the Board on the recommendation of the Nomination Committee in consultation with the Chair of the Committee.
The Committee shall consist of a minimum of three members. The Company Secretary or a nominee shall act as the secretary to the Committee and will ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to the issues.
The Committee shall only comprise independent Non-executive Directors of the Company. The Chair of the Board shall not be a member of the Committee.
Appointments to the Committee shall be for a period of up to three years, which may be extended to a further two, three-year periods provided that the Director remains independent.
The Chair, alongside the Company Secretary shall ensure that the Committee is provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members.
The quorum necessary for the transaction of business by the Committee will be two members.
In the event that a meeting of the Committee is required but a quorum might not be secured, an existing member of the Committee shall be empowered to appoint another Non-executive Director(s) to attend such meeting in consultation with the Chair of the Committee.
In the absence of the Chair of the Committee the members attending will elect one of their number to chair the meeting who would qualify under these terms of reference to be appointed to that position by the Board.
Meetings shall be held at least three times a year and at such other times as the Chair of the Committee shall require. Only members of the Committee have the right to attend.
Prior to the commencement of each calendar year, the Chair of the Committee and the Secretary shall review the frequency and dates of meetings for the subsequent financial year and propose such dates for agreement by other members of the Committee.
A meeting of the Committee may be called by the Secretary at the request of any member of the Committee, and the Secretary shall agree the agenda with the Chair of the Committee.
No one other than a Committee member is entitled to attend meetings of the Committee. The Chair of the Board, Chief Executive Officer, other Executive and Non-executive Directors, other senior management and external advisors may be invited to attend for all or part of any meeting as and when appropriate, particular care being taken to recognise and avoid any conflicts of interest.
Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend no later than seven working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees, as appropriate, at the same time.
Members may participate in a meeting by means of a conference telephone, video conferencing facility or other suitable communicating equipment.
No Committee attendee shall participate in any discussion or decision on their own remuneration, fees or terms or conditions of service.
The Secretary shall minute the proceedings and resolutions of all meetings, including the names of those present and in attendance. Minutes of the meetings shall be circulated promptly to all members of the Committee, unless a conflict of interest arises.
Once approved, minutes should be circulated to all other members of the Board and the Company Secretary unless, exceptionally, it would be inappropriate to do so.
The Chair of the Committee, or in their absence, an appointed deputy, shall attend the Annual General Meeting prepared to respond to any shareholder’s question on the Committee’s activities. In addition, the Committee Chair should seek engagement with shareholders on significant matters related to the Committee’s areas of responsibility.
The Committee is authorised by the Company’s Board to determine Company’s remuneration policy within its Terms of Reference.
The Committee is authorised to seek any information it requires from any employee and all employees shall be directed to co-operate with any request made by the Committee, provided his/her role in providing such advice and assistance is clearly separated from his/her role within the business.
The Committee may sub-delegate any or all of its powers and authority as it sees fit, including, without limitation, the establishment of sub-committees to analyse particular issues and to report back to the Committee.
The Committee should have oversight of the Group as a whole and, unless required otherwise by regulation, carry out the duties below for the parent company, major subsidiary undertakings and the Group as a whole, as appropriate.
The Committee is authorised by the Board to obtain such external legal or other independent professional advice as it considers necessary to undertake its duties and to secure the attendance of any such advisors at any meetings of the Committee. The Committee shall exercise independent judgement when considering any external advice received.
The Committee has full authority to appoint remuneration advisors and to commission or purchase any reports, surveys or information which it deems necessary at the expense of the Company. The Committee is exclusively responsible for establishing the selection criteria for such advisors, their appointment and any terms of reference.
The appointment and performance of the advisors shall be reviewed by the Committee on a regular basis and in any event, at least annually.
Any decisions of the Committee shall be taken on a simple majority basis. The Chair of the Committee shall have a casting vote in the event of equality of voting.
The Committee shall have regard to the Principles and Provisions of the Code as well as the UK Listing Authority's Listing, Prospectus and Disclosure and Transparency Rules and associated guidance, in carrying out the following duties: