To Review

  1. regularly the detailed terms of the Executive Directors’ contracts and, in any event, at least every three years, and ensure that the contractual terms of termination and any payments due and payable thereunder are fair to the individual and the Company but so that failure is not rewarded and that a duty to mitigate loss is fully recognised;
  2. the ongoing appropriateness and relevance of the remuneration framework and broad policy (including its level and structure) and to consult with significant shareholders and other stakeholders as appropriate);
  3. the design of, and the targets for, any performance related pay schemes operated by the Company for the benefit of any Executive Director and/or any Executive Manager, being mindful of the design and targets of any other any performance related pay scheme operated by the Company for the benefit of colleagues other than Executive Directors and/or Executive Managers;
  4. such performance related pay schemes and ensure they enable the use of discretion to override formulaic outturns, and the Committee shall exercise independent judgement and discretion when authorising remuneration outcomes, taking into account of Company and individual performance, and wider circumstances including the terms of any malus or clawback arrangements;
  5. clarity of remuneration arrangements, when determining the remuneration policy, and the risk areas that may arise from excessive behavioural risks;
  6. the design of all share incentive plans for approval by the Board and shareholders;
  7. up to date reliable reports on remuneration paid to Directors of other companies of a similar size in a comparable industry sector in the UK;
  8. wider workforce remuneration and related policies and the alignment of incentives and reward with culture and to take this into account when determining remuneration policy; and
  9. at least annually, the Committee’s Terms of Reference and the effectiveness of the Committee and report to the Board in respect thereof, including any recommendations.