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To Ensure

  1. that a framework or broad policy is determined and agreed for the remuneration of the Company’s Chief Executive Officer, the Chair of the Board, other Executive Directors and, in consultation with the Chief Executive Officer, Executive Managers (such term meaning any direct report of the Chief Executive Officer or any other colleague with an annual base salary in excess of £200,000 but expressly excluding any Executive Director) and the Company Secretary, ensuring that levels of remuneration will promote the long-term success of the Company. The objective shall be to ensure that Executive Directors and Executive Managers are provided with appropriate incentives that are aligned to the Company’s purpose and values, the desired behaviours that underpin them, and responsible risk taking and that incentives are clearly linked to the successful delivery of the company’s long-term strategy;
  2. that the Company operates remuneration schemes that promote long-term shareholding by Executive Directors and support alignment with long-term shareholder interests;
  3. that no Director or Executive Manager should be involved in any decisions as to their own remuneration;
  4. that effective communications are maintained with institutional investors and representative bodies on the rationale for the prevailing remuneration policy and practices and any anticipated changes and consult the Chair of the Board in that regard;
  5. that the Chief Executive Officer will bring to the Board at least every two years a review of, and recommendations in respect of, the fees payable to the Non-executive Directors;
  6. remuneration for all Non-Executive Directors should not include share options or other performance-related elements;
  7. that the Committee Chair reports formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities;
  8. that the Committee’s Terms of Reference are made publicly available;
  9. that there is a description of the work of the Committee in the Annual Report including an explanation of the strategic rationale for Executive Directors’ remuneration policies in line with the requirements of the Code
  10. that provisions regarding disclosure of information as set out in The Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 201932 and the Code are fulfilled, and that a report on the Directors’ Remuneration Policy and practices is included in the Company’s Annual Report and Accounts and put to shareholders for approval at the Company’s Annual General Meeting as necessary; and
  11. that if the Committee has appointed remuneration consultants, the consultant should be identified in the Annual Report and Accounts alongside a statement about any other connection it has with the Company or individual Directors.