The Remuneration Committee comprises J MacKenzie (Chairman) and P G Ridgwell with C O Thomas being co-opted from time to time. It is responsible for setting and reviewing annually the remuneration packages of executive directors and senior managers within the group. Packages are structured to attract, motivate and retain key personnel who have the capabilities, experience and ambition to drive forward and achieve the group’s strategic aims.
The Remuneration Committee is responsible for ensuring that the mix of incentives reflects the company’s needs, establishes an appropriate balance between fixed and variable remuneration, and is based on targets that are appropriately stretching, verifiable and relevant, and which take account of risk. This is achieved through a market related base salary, plus a range of benefits and an annual bonus scheme set to reward achievement of group or divisional EBITDA targets, cash controls and personal objectives.
In addition the Committee awards share options within the appropriate guidelines to key personnel within the group as a longer term incentive and retention policy. Options are where possible within an HMRC approved CSOP scheme. All options adhere to the Approved Plan rules whereby no option can be exercised within three years of grant, and have objective conditions attached to them. These conditions are based on achievement of prescribed share prices to align the interests of the option holder with investors.
The Committee meets twice per year unless there are compelling reasons to meet more regularly. The Chairman works closely with the group Human Resources Director in relation to all relevant matters, including the terms of compromise agreements which in turn are approved by the Committee.
External intelligence is sourced annually regarding market salary levels and professional advice sought as and when necessary.
The remuneration of Non Executives is set by the Executive Directors.
The Audit Committee comprises H Cawley (Chairman) and C O Thomas and meets formally twice per year with the auditor. Its brief is to monitor the integrity of the financial statements of the group as audited, to consider any significant financial judgements contained in them and to review any formal reporting announcements relating to the group’s financial performance.
In addition, the Committee regularly reviews the group’s internal financial controls and risk management systems and ensures appropriate procedures are in place such as for bribery and whistleblowing. As the external auditor provide other services in addition to the group’s audit, it also annually reviews the independence and objectivity of the auditor and the effectiveness of the audit.